Loulis Food Ingredients S.A.

Annual Report (ESEF) • May 29, 2025

LOULIS MILLS S.A. FOR THE YEAR 2024 (1/1/2024-31/12/2024) LOULIS FOOD INGREDIENTS S.A. G.E.MI. (General commercial register) No: 50675444000 (formerly S.A. register No: 10344/06/Β/86/131) Loulis Port, 370 08, Sourpi Magnesia WWW.LOULIS.COM ANNUAL FINANCIAL REPORT 2024 1 Index Statements of Representatives of the Board Of Directors ........................................................ 3 Annual Report of the Board of Directors ...................................................................................... 4 Independent Auditor’s Report ..................................................................................................... 68 Annual Financial Statements ........................................................................................................ 74 1. Statement of Financial Position .............................................................................................. 74 2. Statement of Comprehensive Income ................................................................................... 75 3. Statement of Changes in Equity ............................................................................................. 76 4. Statement of Cash Flows ......................................................................................................... 78 5. Notes to Financial Statements ................................................................................................ 79 5.1 General Information ........................................................................................................... 79 5.2 The Group Structure ........................................................................................................... 79 6 Framework for Preparation of the Financial Statements ..................................................... 80 6.1 Compliance with International Accounting Standards (IAS)/International Financial Reporting Standards (IFRS) ..................................................................................................... 80 6.2 Basis for Preparation of the Financial Statements ......................................................... 80 6.3 Reporting Period ................................................................................................................. 80 6.4 Presentation of Financial Statements .............................................................................. 80 6.5 Significant Accounting Policies .......................................................................................... 80 6.6 Significant Accounting Estimates ...................................................................................... 80 6.7 Changes in Accounting Policies ........................................................................................ 80 6.8 Accounting Principles Applied ........................................................................................... 82 6.9 Other Accounting Policies .................................................................................................. 90 6.10 Significant Management Estimates ................................................................................ 92 7. Notes to financial Statements ................................................................................................. 95 7.1 Segment Reporting ............................................................................................................. 95 7.2 Property, Plant and Equipment ......................................................................................... 97 7.3 Investment Property ........................................................................................................... 98 7.4 Right-of-use assets and Lease Liabilities ........................................................................ 98 7.5 Intangible Assets .............................................................................................................. 100 7.6 Goodwill .............................................................................................................................. 101 7.7 Investments in Subsidiaries ............................................................................................ 102 7.8 Other Non – current assets ............................................................................................. 102 7.9 Inventory ............................................................................................................................ 102 7.10 Trade Receivables .......................................................................................................... 102 7.11 Financial Assets & Liabilities at Fair Value .................................................................. 103 2 7.12 Cash and Cash Equivalent ............................................................................................. 104 7.13 Other Current Assets ...................................................................................................... 104 7.14 Share Capital, Share Premium and Other Reserves .................................................. 104 7.15 Non – current and Current Loan Liabilities ................................................................. 105 7.16 Deferred Tax Liabilities .................................................................................................. 107 7.17 Defined benefit obligation ............................................................................................. 108 7.18 Other Non – current Liabilities ...................................................................................... 109 7.19 Trade Payables ................................................................................................................ 109 7.20 Tax Liabilities ................................................................................................................... 109 7.21 Accrued and Other Current Liabilities .......................................................................... 109 7.22 Sales ................................................................................................................................. 109 7.23 Cost of Sales, Distribution & Administrative Expenses ............................................. 110 7.24 Other Income .................................................................................................................. 110 7.25 Other Expenses ............................................................................................................... 110 7.26 Other Financial Results .................................................................................................. 111 7.27 Financial (Expenses)/Income ........................................................................................ 111 7.28 Income Tax ...................................................................................................................... 111 7.29 Analysis of Tax Effects of Other Comprehensive Income ........................................ 112 7.30 Earnings per Share ......................................................................................................... 112 8. Financial Risk Management - Objectives and Prospects ................................................... 113 8.1 Financial Instruments ....................................................................................................... 113 8.2 Financial Risk Factors ....................................................................................................... 114 9. Other Information ................................................................................................................... 118 9.1 LOULIS FOOD INGREDIENTS S.A. shares .................................................................... 118 9.2 Main Exchange Rates in the Balance Sheet and the Income Statement ................. 118 9.3 Comparative Information ................................................................................................. 118 9.4 Existing Encumbrances .................................................................................................... 118 9.5 Litigation and Arbitration Cases ...................................................................................... 118 9.6 Number of Headcount ...................................................................................................... 118 9.7 Transactions with Related Parties .................................................................................. 118 9.8 Treasury Shares ................................................................................................................ 119 9.9 Capital Expenditure .......................................................................................................... 119 9.10 Contingent Liabilities - Assets ....................................................................................... 120 9.11 Dividend per Share ......................................................................................................... 120 9.12 Approval of Financial Statements ................................................................................. 120 9.13 Note related to Subsequent Events ............................................................................. 120 3 Statements of Representatives of the Board Of Directors (Pursuant to article 4, par. 2 of Law 3556/2007) The herein below members of the Board of Directors of LOULIS FOOD INGREDIENTS S.A.: 1. Nikolaos K. Loulis - Chairman of the Board of Directors 2. Elisavet S. Kapelanou – Alexandri - Vice Chairman of the Board of Directors 3. Nikolaos S. Fotopoulos - Managing Director specifically appointed as per today’s decision (April 28, 2025) of the Company’s Board of Directors DO HEREBY DECLARE THAT To the best of our knowledge: a. The accompanying Annual Financial Statements of the Company and the Group, which have been prepared in accordance with the applicable Accounting Standards, fairly represent the assets and liabilities, the equity and operating results for LOULIS FOOD INGREDIENTS S.A., as well as the companies included in the consolidation as a whole and b. The Annual Report of the Board of Directors fairly represents the development, performance and position of LOULIS FOOD INGREDIENTS S.A. and the consolidated companies as a whole, including description of the key risks and uncertainties they face. The Chairman of the BoD The Vice Chairman of the BoD The Managing Director Nikolaos K. Loulis Elisavet S. Kapelanou – Alexandri Nikolaos S. Fotopoulos 4 Annual Report of the Board of Directors of LOULIS FOOD INGREDIENTS SA to the Financial Statements for the fiscal year from January 1, 2024 to December 31, 2024 This report of the Board of Directors of LOULIS FOOD INGREDIENTS SA (hereinafter referred to as the "Company") has been prepared in accordance with the current legislation and the applicable provisions of the Hellenic Capital Market Commission and is referred to the Annual Financial Statements (Consolidated and Separate) of December 31, 2024 and for the fiscal year then ended. LOULIS FOOD INGREDIENTS Group (hereinafter the "Group"), and besides the Company, includes the subsidiaries which the Company controls directly or indirectly. The Consolidated and Separate Financial Statements are prepared in accordance with International Financial Reporting Standards (IFRS) as adopted by the European Union. The present report includes the financial report from January 1, 2024 to December 31, 2024, any significant events that took place in 2024, the projected course of development, description of the significant risks and uncertainties for the next fiscal year, the Corporate Governance Statement, the Group's and Company’s significant transactions with related parties, the most significant events that occurred until the date of the preparation of the Financial Statements and any other additional information required by legislation. Α. Financial Report for 2024 The Group’s Sales for the fiscal year 2024 amounted to € 206,78 million, compared to € 202,75 million in 2023, increased by 1,99%. Respectively, the Company’s sales amounted to € 180,46 million, compared to € 176,66 million in the previous year, recording an increase of 2,15%. Regarding the Sales per Segment, an increase in the sold quantities of the product category Mill Consumer Products & Mixtures for Bakery and Pastry” has been recorded, both for the Group and for the Company, which amounted to 21,5 thousand tonnes, in 2024, compared to 19,9 thousand tonnes in 2023. However, sales of the category recorded a decrease of 1,69% for the Group and 1,61% for the Company compared to the previous year. In 2024, the Group's sales volumes of the "Flour Mill Business Products" category reached 290,7 thousand tonnes, recording a 3,04% increase, while the Company’s sales volume of the category amounted to 256,0 thousand tonnes, recording a 2,52% increase. Despite the increase in volumes, sales of the category amounted to € 128,66 million for the Group and € 115,72 million for the Company, recording a decrease of 8,32% and 8,13% respectively, compared to the previous year. This decrease is mainly due to the decrease in the average selling price of the products of this category, both in the Group and in the Company. In 2024, the “Mixtures & Raw Materials for Bakery and Pastry” category recorded sales to third parties amounting to € 13,82 million, compared to € 11,84 million of the previous year, increased by 16,81% 5 Lastly the sold quantities of the product category “Cereals” amounted to 160,69 thousand tonnes for the Group and the Company, recording a significant increase of 63,64% compared to the previous year. Sales to third parties in this category amounted to € 48,78 million, recording a significant increase compared to the € 34,76 million in 2023. In 2024, the Group’s Cost of Sales amounted to € 168,55 million, compared to € 172,63 million in 2023, recording a decrease of 2,36%. Respectively, the Company’s cost of sales amounted to € 149,39 million, compared to € 151,82 million in the previous year, recording a decrease of 1,60%. Accordingly in the year 2024, the Group’s Gross Profit amounted to € 38,23 million and the Company’s to € 31,08 million, increased by 26,95% and 25,12% respectively compared to the year 2023, where it amounted to € 30,11 million and € 24,84 million respectively. As percentage over sales, the gross margin increased from 14,85% to 18,49% for the Group and from 14,06% to 17,22% for the Company. In 2024, the Group’s Administrative Expenses and Distribution Expenses totally amounted to € 28,24 million, increased by 7,54% compared to € 26,26 million in 2023. The sales percentage amounted to 13,66% in 2024, compared to 12,95% in 2023. Respectively, the Company’s administrative and distribution expenses amounted to € 23,92 million, recording and increase of 8,38% compared to € 22,07 million in 2023. Percentage over sales increased from 12,49% in 2023 to 13,25% in 2024. Specifically, the Group’s distribution expenses as sales percentage amounted to 9,37% in 2024, compared to 9,02% in 2023, while administrative expenses amounted to € 8,87 million, increased by 11,29% compared to the previous year. Similarly, the Company’s percentage over sales amounted to 8,77% in 2024, compared to 8,54% in 2023. The administrative expenses amounted to € 8,09 million, increased by 15,74% compared to the previous year. In 2024, the Group’s Financial Expenses amounted to € 2,92 million, significantly decreased compared to € 5,21 million in 2023. Percentage over sales decreased from 2,57% in 2023 to 1,41% in 2024. Accordingly, in 2024, the Company’s financial expenses amounted to € 2,61 million, compared to € 4,61 million in 2023, also recording a significant decrease. Percentage over sales decreased from 2,61% to 1,44%. The significant decrease in financial expenses for the Group and the Company is mainly due to the decrease in bank borrowings in 2024. In 2024, total Depreciation amounted to € 5,84 million for the Group and to € 5,11 million for the Company, compared to € 6,34 million and € 5,63 million respectively in the previous year, recording a decrease of 7,89% for the Group and 9,24% for the Company. The depreciation percentage over sales decreased from 3,13% to 2,82% for the Group and from 3,19% to 2,83% for the Company, confirming the general decrease in depreciation charges in the financial year 2024. Adjusted Earnings before Interest, Tax, Depreciation and Amortization (EBITDA) 1 for 2024 amounted to € 17,99 million for the Group and to € 14,61 million for the Company, representing a significant 6 increase of 40,88% and 30,68% respectively, compared to € 12,77 million and € 11,18 million in 2023. EBITDA percentage over sales increased from 6,30% in 2023 to 8,70% in 2024 for the Group, and from 6,33% to 8,10% for the Company, reflecting the improvement in operating efficiency during the financial year. Taking into account all the above, the Group's Profit before Tax in 2024 amounted to € 9,33 million, compared to € 8,31 million of the previous year, recording a 12,27% increase. The percentage over sales amounted to 4,51% in 2024, compared to 4,10% in 2023. The Company’s Profit before Tax amounted to € 7,06 million in 2024, compared to € 8,10 million in 2023, recording a decrease of 12,84%. Accordingly, as a percentage over sales it decreased from 4,58% in 2023 to 3,91% in 2024. In 2024, the Group’s Income Tax amounted to € 2,16 million, compared to € 2,04 million in 2023. Accordingly the Company’s income tax amounted to € 1,75 million, compared to € 2,01 million of the previous period, recording a decrease. Taking into account all the above, the Group's Net Profit for the year 2024 (attributable to the Company's shareholders) amounted to € 7,17 million, compared to € 6,26 million in 2023, recording a 14,45% increase. As a percentage over sales it amounted at 3,47% in 2024, compared to 3,09% in the previous year. Accordingly, the Company’s net profit amounted for 2024 amounted to € 5,31 million, compared to € 6,08 million in 2023, recording a 12,78% decrease. As a percentage over sales it decreased from 3,44% in 2023 to 2,94% in 2024. In 2024 Total Inflows/(Outflows) from Operating Activities for the Group amounted to inflow of € 17,76 million and to inflow of € 11,85 million for the Company. In the previous year, an inflow of € 11,46 million for the Group and an inflow of € 13,10 million for the Company was recorded. In 2024, the Acquisition of Tangible and Intangible assets amounted to € 2,25 million for the Group and to € 1,93 million for the Company, compared to € 3,32 million and € 2,55 million in 2023 respectively, representing a decrease compared to the previous year. The Group's Total Net Borrowings 1 as at December 31, 2024 amounted to € 40,52 million, against €54,56 million December 31 st 2023, recording a 25,73% decrease. Accordingly, the Company's total net borrowing as at December 31, 2024 amounted to € 38,42 million, compared to € 46,92 million at the corresponding date of the previous year, recording a decrease of 18,12%. In summary, the financial results of the Group and the Company are reflected through some key financial ratios and are compared against objectives set by the Company's management. These objectives are formed based on the Group’s size and the sector in which it operates, the conditions prevailing in the market as well as the average figures of the sector where the relevant data is available. The Group’s ratios are presented as follows: 7 The Group's Key Financial Ratios 1/1 - 31/12/2024 1/1 - 31/12/2023 1/1 - 31/12/2022 1 Total Net Borrowing 1 40.516.252 2,25 54.557.971 4,27 67.590.843 6,15 EBITDA 1 17.992.662 12.771.400 10.998.866 2 EBITDA 1 17.992.662 6,30 12.771.400 2,48 10.998.866 4,60 Interest expenses 2.853.758 5.140.450 2.393.288 3 Non-Current Assets 110.280.072 2,72 111.448.532 2,04 112.341.587 1,66 Total Net Borrowing 1 40.516.252 54.557.971 67.590.843 4 Total Net Borrowing 1 40.516.252 0,37 54.557.971 0,53 67.590.843 0,69 Total Equity 109.801.149 102.727.984 97.547.025 5 Total Current Assets 85.012.639 1,36 91.751.015 1,84 110.526.876 2,23 Total Current Liabilities 62.571.355 49.840.682 49.506.217 6 Total Liabilities 85.491.562 0,78 100.471.563 0,98 125.321.438 1,28 Total Equity 109.801.149 102.727.984 97.547.025 The Company's Key Financial Ratios 1/1 - 31/12/2024 1/1 - 31/12/2023 1/1 - 31/12/2022 1 Total Net Borrowing 1 38.421.394 2,63 46.915.807 4,20 57.449.147 6,43 EBITDA 1 14.609.906 11.177.790 8.940.981 2 EBITDA 1 14.609.906 5,69 11.177.790 2,45 8.940.981 4,12 Interest expense 2.565.491 4.569.954 2.168.007 3 Non-Current Assets 112.042.339 2,92 113.216.373 2,41 109.229.050 1,90 Total Net Borrowing 1 38.421.394 46.915.807 57.449.147 4 Total Net Borrowing 1 38.421.394 0,36 46.915.807 0,46 57.449.147 0,59 Total Equity 106.626.264 102.232.541 97.320.079 5 Total Current Assets 71.547.652 1,29 77.151.696 1,82 94.096.944 2,55 Total Current Liabilities 55.518.383 42.287.301 36.891.052 6 Total Liabilities 76.963.727 0,72 88.135.528 0,86 106.005.915 1,09 Total Equity 106.626.264 102.232.541 97.320.079 1 For explanations and calculation of the indicators see section “F. Alternative Performance Measures (APMs)”. Β. The Group’s Companies and Branches The Group and the Company hold the following branches: Name Country of Activity Headquarters Branches % of participation Direct Indirect LOULIS FOOD INGREDIENTS S.A. Greece Sourpi, Magnisia, Greece Keratsini Attica, Μ andra Attica, Podochori Kavala - - KENFOOD S.A. Greece Keratsini, Attica, Greece Ampelochori Viotia, Mandra Attica, Podochori Kavala, Sourpi, Magnisia 99,996% - LOULIS LOGISTICS SERVICES S.A. Greece Sourpi, Magnisia, Greece - 99,677% - LEP ENERGY COMMUNITY COOPERATIVE SOCIETY WITH LIMITED LIABILITY Greece Keratsini, Attica, Greece - 20,000% 40,000% LOULIS INTERNATIONAL FOODS ENTERPRISES BULGARIA LTD Cyprus Nicosia, Cyprus - 100,000% - LOULIS MEL-BULGARIA EAD Bulgaria General Toshevo, Bulgaria Bozhurishte, Sofia, Bulgaria - 100,000% 8 C. Significant Events during the financial year The most significant events that took place during 2024 are as follows: Reconstitution of the Board of Directors into a body On January 8, 2024, Mr. Arnoud van den Berg was elected by decision of the Board of Directors of the Company and following a positive recommendation of the Company's Remuneration and Nomination Committee, as a new non-executive member of the BoD for the remainder of the term of office of the Board of Directors, i.e. until June 22, 2026, replacing the resigned non-executive member of the BoD Mr. Gianluca Fabbri, father's name Bruno Following this, the Board of Directors of the Company was reconstituted as follows 1. Mr. Nikolaos Loulis, father's name Konstantinos, Chairman of the Board of Directors - Executive Member 2. Mrs. Elissavet Kapelanou - Alexandri, father's name Spyros, Deputy Chairman of the Board of Directors - Independent Non-Executive Member 3. Mr. Nikolaos Fotopoulos, father's name Spyridonas, Chief Executive Officer - Executive Member 4. Mr. Spyridon Theodoropoulos, father's name Ioannis, Member of the Board of Directors - Non- Executive Member 5. Mr. Arnoud van den Berg, father's name Johannes Cornelis, Member of the Board of Directors - Non- Executive Member 6. Mr. Konstantinos Macheras, father's name Dimitrios, Member of the Board of Directors - Independent Non-Executive Member 7. Mr. Georgios Taniskidis, father's name Ioannis, Member of the Board of Directors - Independent Non- Executive Member The term of office of the above Board of Directors, expiring on June 22, 2026, will be extended until the expiry date within which the next Annual General Meeting shall be convened and until the relevant decision is taken. Decisions of the Regular General Meeting of the Company's shareholders On June 17, 2024, the Regular General Meeting of the Company's shareholders was held, at which 56,86% of the share capital was represented, i.e. shareholders and their representatives, representing 9.735.179 shares and 9.735.179 votes, attended and voted. The Regular General Meeting of the Company's shareholders adopted the following decisions on the items on the agenda, as presented based on the results of the voting per item, posted on the Company's website, legally registered in G.E.MI. (https://www.loulis.com): 1. The Annual Financial Statements of the Company and the Consolidated Financial Statements were unanimously approved with 9.735.179 votes, i.e. 56,86% of the share capital, in accordance with International Financial Reporting Standards, for the period from 1/1/2023 to 31/12/2023, following hearing and approving the relevant Reports of the Board of Directors and the Independent Auditor's Reports and it was unanimously decided, with 9.735,179, i.e. 56,86% of the share capital, to distribute dividend amounting to € 2.054.433,60, corresponding to a gross dividend of € 0,12 per share. The record date for the right to 9 receive dividends has been set at July 1, 2024, the record date for the determination of dividend beneficiaries has been set at July 2, 2024 and the starting date for the payment of dividends through a credit institution or EXAE has been set at July 5, 2024. At the conclusion of the meeting, the formation of statutory reserve from the profits of the year amounting to € 378.366,53 was unanimously approved with 9.735.179 votes, representing 56,86% of the share capital. The Chairman of the Audit Committee presented the Report of the Audit Committee for the FY 2023 to the shareholders. 2. The total management conducted during the fiscal year ended December 31, 2023, was unanimously approved by a vote of 9.735.179 shares, representing 56,86% of the share capital. Additionally, the Certified Public Accountants were unanimously discharged, by a vote of 9.735.179 shares, representing 56,86% of the share capital, from any liability for damages arising from their actions and the overall management of the Company during the fiscal year ended December 31, 2023, as well as for the Annual Financial Statements for the said fiscal year. The members of the Board of Directors during the period from 01/01/2023 to 31/12/2023 were as follows: 1. Nikolaos Loulis, Chairman of the BoD - Executive Member 2. Elissavet Kapelanou – Alexandri, Deputy Chairman of the BoD - Independent Non-Executive Member 3. Nikolaos Fotopoulos, Chief Executive Officer - Executive Member 4. Spyridon Theodoropoulos, Member of the BoD – Non Executive Member 5. Gianluca Fabbri, Member of the BoD - Non Executive Member, who participated in the Board meeting by teleconference 6. Konstantinos Macheras, Member of the BoD - Independent Non-Executive Member 7. Georgios Taniskidis, Member of the BoD - Independent Non-Executive Member The Certified Public Accountants for the fiscal year 2023 were as follows: Andriana Lavazou, Certified Public Accountant and Andreas Th. Konstantinou, Deputy Certified Public Accountant. 3. The auditing firm "Grant Thornton Chartered Accountants and Business Consultants S.A." with registration number SOEL 127 was unanimously elected with 9.735.179 votes, representing 56,86% of the share capital. The firm will appoint the Statutory Certified Public Accountant and the Deputy Certified Public Accountant to audit the annual Financial Statements of the Company and the Consolidated Financial Statements, in accordance with International Financial Reporting Standards, for the fiscal year from 1/1/2024 to 31/12/2024. 4. In accordance with the Company's Articles of Association, the Remuneration Report for the fiscal year from 1/1/2023 to 31/12/2023 was approved by a majority of 9.735.179 votes, representing 56,86% of the share capital, on an advisory basis. 5. The advance payments of remuneration and compensation to be paid to the members of the Board of Directors during 2024 were unanimously approved by 9.735.179 votes, representing 56,86% of the share capital. The remuneration and compensation of the members of the Board of Directors for the period from 1/1/2024 to 31/12/2024 will amount to a total of up to € 250.000,00. These payments are in line with the remuneration policy of the Company. Furthermore, the advance payments of remuneration and compensation paid to the members of the Board of Directors were unanimously approved by 9.735.179 votes, representing 10 56,86% of the share capital. The total amount paid to the members of the Audit Committee during the fiscal year (1/1/2023 – 31/12/2023) amounted to € 205.279,00. 6. The decision of the meeting of the Company's Board of Directors of January 8, 2024 to elect Mr. Arnoud van den Berg as a non-executive member of the Board of Directors in replacement of the resigned non- executive member Mr. Gianluca Fabbri, for the remaining term of the Board of Directors, i.e. until 22/06/2026, was unanimously ratified by 9.735.179 votes, i.e. 56,86% of the share capital. 7. Approval was granted, by 9.735.179 votes, i.e. 56,86% of the share capital, in accordance with Article 98 par. 1 of Law 4548/2018, to the members of the Company's Board of Directors and managers to participate in the Boards of Directors or in the management of other affiliated companies within the meaning of Article 32 of Law 4308/2014 and therefore to perform on behalf of the affiliated companies transactions that fall within the purpose pursued by the Company. 8. The amendment of the Suitability Policy of the Members of the Board of Directors was unanimously approved by 9.735.179 votes, i.e. 56,86% of the share capital. 9. The "Report of the Independent Non-Executive Members of the Company's Board of Directors" was submitted to the Regular General Meeting of the Company's shareholders by the independent members of the Board of Directors in accordance with the provision of Article 9 par. 5 of Law 4706/2020. Dividend distribution of 2023 The Regular General Meeting of the Company's shareholders on June 17th, 2024 approved the distribution of dividend of € 2.054.433,60 (€ 0,12 per share) from the profit of the FY 2023. From the above gross amount the dividend tax of 5% (i.e. € 0,006 per share) was deducted and therefore the net amount of the dividend received by the shareholders stood at € 0,114 per share The Company's shares listed on the Athens Stock Exchange as of July 1, 2024 were not entitled to dividends for the FY 2023 (ex-dividend date). The beneficiaries of the dividend were the Company's shareholders registered in the records of the Dematerialized Securities System (DSS) on July 2, 2024 (record date). The commencement date of the dividend payment was set as July 5, 2024 and is paid by "Alpha Bank S.A." through the participants in the D.S.S. (Banks and Stock Exchange companies) of each beneficiary, in accordance with the provisions of the Operating Regulations of the ATHEXCSD (the "Greek Central Securities Depository S.A.) and its relevant decisions. Dividends that will not be collected within five (5) years will lapse in favour of the Greek State, while the dividend payment procedure through the network of Alpha Bank S.A. will be effective for one (1) year from the date of payment (i.e. until July 5, 2025) Issue of a Common Bond Loan On July 30, 2024 the Company issued a Common Bond Loan of € 8,0 million of three-year term, in order to cover working capital needs and to refinance existing bank borrowings. Eurobank SA granted the capital for the loan. 11 Appointment of a Special Stockbroker On November 27, 2024, ATHEX approved the appointment of "Optima Bank S.A.", an ATHEX member, as Special Stockbroker of the Company's shares, in order to enhance their liquidity. The date of commencement of the special trading was set on December 2, 2024. Acquisition of a Land Plot in “Ai Giannis” location, Sourpi, Magnesia On December 16, 2024, the Company acquired a land plot of total area 1.996,46 sq.m., located in "Ai Giannis" in Amaliapolis, Sourpi, Almyros, Magnesia Prefecture. The acquisition price amounted to a total of € 25.000. This land plot is adjacent to the facilities of the Company's existing Industrial Unit in Sourpi, Magnesia and can be used for future expansions or other operational needs. Issue of a Common Bond Loan On December 18, 2024 the Company issued a Common Bond Loan of € 5,0 million of two-year term, in order to cover working capital needs and to refinance existing bank borrowings. Alpha Bank SA granted the capital for the loan, guaranteed by the European Investment Bank (EIB) under the "LRS Enhanced Support for Midcaps" guarantee scheme. Submission of the Investment Plan to the aid scheme of the Development Law 4887/2022 and acquisition of parcel by the subsidiary company "KENFOOD SA” On 24 December 2024, by decision No.102937 (file code YΠΕ/07/8/31667/02) of the General Directorate of Development Laws and Foreign Direct Investment of the Ministry of Development, the application of the provisions of Law No. 4887/2022, as amended, and in particular the inclusion in the aid scheme 'Manufacturing - Supply Chain' (Cycle B) of Articles 72 to 77 (2023), for an investment plan of the Group's subsidiary “KENFOOD S.A.” was approved. The investment plan refers to the building and mechanical extension of the existing production unit of Bakery and Confectionery Mixes and Confectionery Products, in the location "Ampelochori", Thiva, Viotia, Central Greece. The total eligible and subsidized cost of the investment amounts to €2.952.262,40. On March 6, 2024, to facilitate the implementation of the above plan, a land plot was acquired with a surface area of 4.493,74 sq.m., in the location "Asprochoma", Abelochori, Thiva, Viotia, at a cost of € 22.000. The property in question is adjacent to the facilities of the existing Industrial Unit of the Group's subsidiary and is intended to be used for the implementation of the building and mechanical expansion, within the framework of the approved investment plan that has been subject to the Development Law 4887/2022. D. Projected Course of Development The vision of Loulis Food Ingredients Group is “to create value for human nutrition”. The Management’s ongoing commitment is to maintain this vision and the Group aims to remain the undisputed leader and pioneer of the market. In particular, the Group's mission is: • to produce and distribute innovative high quality raw materials as well as render high-level services in the food market 12 • to innovate and develop with environmental and social responsibility, respecting its long-standing tradition and creating value for its customers, employees, shareholders and society, • to be the leader in the market of Southeast Europe and at the same to time enforce its export orientation with environmental and social responsibility. Recently, the Group has been constantly evolving. It is no longer just a flour industry but has evolved into a producer and distributor of raw materials, providing bakers and confectioners with products and services. In 2025, the Group aims to achieve its annual business targets oand to create a solid basis for its long-term growth. The main strategic orientations and priorities of the Group for 2025-2027 are: • Product Superiority: Creating products and services that are recognised in the market as superior and of high quality • Operational Efficiency: Pursuing efficient operations to reduce costs and offer competitive prices • New technologies: Integrating new technologies to increase productivity • Sales growth: Sales growth aiming at ensuring Company’s sustainability. • Conditions for future growth: Targeted investments to support further growth beyond 2027. • Team Empowerment: Creating a positive and meritocratic work environment where everyone is proud and happy to work. The foreseen course of development for 2025 depends on the continuous uncertainty in the local and international markets, resulting from the growing geopolitical tensions and the adverse macroeconomic environment. Inflationary pressures, interest rates increases and disruptions in energy market are some key uncertainty factors. In 2025, consumption of food products in the Eurozone is expected to moderately increase, reflecting the gradual recovery of economies and the stabilization of consumers' purchasing power. Despite ongoing challenges, demand for food remains resilient, with increased interest in high nutritional value, sustainably produced and clean label products. However, the macroeconomic environment remains unstable. Inflation in the European Union continues to run at higher levels than the average of recent years, directly affecting the cost of living and prices of consumer goods, including food. The main factors contributing to sustaining inflationary pressures are the protracted energy crisis, ongoing supply chain disruptions, high commodity prices, increasing labour costs and prolonged geopolitical instability. In addition, central banks' monetary policy, in maintaining higher interest rates, influences purchasing behaviour and limits the consumer's capacity of certain social groups. Overall, while food consumption in the Eurozone is expected to mildly improve within 2025, the ongoing inflation is a critical factor that will determine both consumer behaviour and the priorities of producers and retailers in the sector. 13 In any case, the impact in the next period, as well as the course of the recovery cannot be estimated, since they depend on the course of indicators and variables, such as international raw material prices, energy costs, domestic and regional demand, impact of fiscal and monetary policy measures, etc., which the Company is not able to control. The competitive production basis, storage and supply facilities, strong operating performance and financial liquidity adequacy are significant competitive advantages which shall allow the continuation of the successful course, the smooth implementation of the Group’s strategic plan, ensuring the Company’s business continuity. Ε. Key Risks and Uncertainties for the Next Year The Group has developed and applied an effective “Business Risk Management System” to identify, assess, manage, address and monitor business risks. Management applies appropriate and affective policies, procedures and tools in order to take into account and effectively manage corporate risks in the process of taking the best decision mainly for the Group’s smooth business operation. Management continuously monitors and assesses the possible effect of any changes in the macroeconomic and financial environment within the countries the Group operates so as to ensure that all the appropriate actions and measures shall be taken in order to minimize any impact on the Group’s operations. Based on current assessment, Management has concluded that no further impairment provisions are necessary for the Group's financial and non-financial assets as at December 31, 2024. The main risks that the Group is exposed to and is likely to face within the next fiscal year are as follows: Macroeconomic Environment Macroeconomic conditions remain volatile in Greece and globally, driven by economic risks stemming from geopolitical tensions, interest rate fluctuations, disruptions in the energy market and inflationary pressures, which have led to increases in raw material prices. Management continuously assesses the potential impact of any changes in the macroeconomic and financial environment in the countries where the Group operates, taking into account global economic developments, in order to ensure that all necessary measures are taken to minimise as far as possible any impact on the Group's operations. Rising inflation and rising energy prices have affected the Group's financial and operating performance. Management closely monitors macroeconomic developments and the economic prospects in order to limit uncertainties and risks. Risk from Russian Invasion in Ukraine The Group does not operate in Ukraine and Russia. However, geopolitical uncertainty led to higher inflation and increased instability in energy market affecting the overall financial environment, conditions that may possibly continue to exist. Moreover, the risk arising from disruptions in the global supply chain is increased. Regarding grain markets, the Group promptly identified alternative suppliers from other wheat-producing countries in Europe to meet the demand during the import ban from the affected countries. 14 Management continuously monitors the developments and possible effect on the Group's turnover, results and financial position in light of rising raw material prices, disruptions in the global supply chain and increased energy costs. This enables the implementation of appropriate measures to ensure the Group's and the Company's going concern. Climate Change Risk The increase in the average global temperature has caused a series of extreme natural phenomena (catastrophic floods, frosts, heavy snowfalls, and large-scale fires due to prolonged drought). Risks arising from climate change effects and the transition to a low-carbon economy are expected to affect the majority of the business entities on issues related to their sustainability and business continuity. Taking into account the extreme natural phenomena of the recent years, Management takes all the necessary measures to prevent, minimize and effectively manage potential impacts problems that may arise, in addition to insured risks. Credit Risk The Group has no significant concentration of credit risk in any of its contracting parties, mainly due to the large number of customers and the wide spread of the Group's clientele. The Group Management has adopted and applies credit control procedures to minimize its doubtful receivables. These procedures are based on the control of the creditworthiness of customers and the effective management of receivables before they become due. As part of the credit risk monitoring, customers are classified according to the maturity of their receivables, the historical background of their collection taking into account future factors relating to customers as well as the broader financial environment. Moreover, the Group companies maintain a credit insurance policy, covering most of their receivables. This agreement cannot be sold or transferred. Customers considered doubtful are reassessed at every financial statement date and a provision for doubtful receivables is established where it is considered probable that they will not be collected. Liquidity Risk The Group maintains liquidity risk at low levels through availability of sufficient cash and/or approved credit limits to ensure that the Group can meet its short-term financial obligations. The Group's liquidity ratio (current assets to current liabilities) as at December 31, 2024 stood at 1,36 compared to 1,84 as at December 31, 2023. The Group makes provisions for hedging liquidity risks on a regular basis to monitor and manage liquidity risk. Liabilities carried forward as at 31/12/2023 are analysed as follows: Group 15 up to 1 year 2 to 5 years >5 years Total Trade payables 13.527.029 0 0 13.527.029 Payroll expenses 458.384 878.872 7.101 1.344.357 Loan Liabilities 28.471.255 35.001.739 0 63.472.994 Total: 42.456.668 35.880.611 7.101 78.344.380 Company up to 1 year 2 to 5 years > 5 years Total Trade payables 11.721.807 0 0 11.721.807 Payroll expenses 379.970 776.106 7.101 1.163.177 Loan Liabilities 23.205.739 30.525.000 0 53.730.739 Total: 35.307.516 31.301.106 7.101 66.615.723 Liabilities carried forward as at 31/12/2024 are analysed as follows: Group up to 1 year 2 to 5 years > 5 years Total Trade payables 16.718.750 0 0 16.718.750 Payroll expenses 527.808 999.556 8.085 1.535.449 Loan Liabilities 39.915.054 7.160.931 0 47.075.985 Total: 57.161.612 8.160.487 8.085 65.330.184 Company up to 1 year 2 to 5 years > 5 years Total Trade payables 13.643.514 0 0 13.643.514 Payroll expenses 448.209 941.286 8.085 1.397.580 Loan Liabilities 36.700.006 6.100.000 0 42.800.006 Total: 50.791.729 7.041.286 8.085 57.841.100 Interest Rate Risk The Group’s exposure to the risk of changes in the interest rates relates to its short-term and long-term loans. The Group manages the risk of interest rate fluctuations maintaining all loans at floating rates, while it has signed interest rate swaps to ensure that the cost of long-term borrowing is kept fixed against a fluctuation in the Euribor rate. The table below presents the sensitivity of the Earnings Before Tax of the Group and the Company if the interest rates change by one percentage point: Sensitivity Analysis on Interest Rate Changes Interest Rate Volatility Impact on Company’s EBT Impact on Group’s EBT 01/01 – 31/12/2024 1,00% -428.000 -470.760 -1,00% 428.000 470.760 01/01 – 31/12/2023 1,00% -537.307 -634.730 -1,00% 537.307 634.730 16 Exchange Rate Risk The Group operates in Southeast Europe and as a result any change in the operating currencies of those countries towards other currencies exposes the Group to risk of exchange rate. The main currencies involved in the Group’s transactions are Euro and Bulgarian Lev. The Group's Management constantly monitors the exchange rate risks that may arise and assesses the need to take appropriate measures, yet at the moment there is no such risk since the exchange rate between the two currencies is fixed from January 1, 1999 (BGN 1,95583 = EUR 1). Risk of Inventory Loss The Group Management takes all the necessary measures (insurance, security) to minimize the risk and possible damage due to inventory loss from natural disasters, thefts, etc. Moreover, due to the inventory’s high turnover ratio and the simultaneous inventory’s long term (expiry date), the risk of their obsolescence is very limited. Risk of Fluctuation in Raw Material Prices The Group is exposed to the risk of price fluctuations in the basic raw materials used for the production of its products. Fluctuations in raw material prices in recent years, as well as the general economic crisis, lead to the conclusion that this volatility will continue. Therefore, the exposure to this risk is assessed as increased and therefore the Group's management takes appropriate measures to limit this exposure through special agreements with its suppliers, the use of derivative financial products and the timely adjustment of the Group's pricing and commercial policy. Other Risks The Group's Management has established a reliable "Internal Control System" to identify malfunctions and exceptions in the context of its business operations. In this context, operational, strategic, regulatory, financial, legal/regulatory and information systems risks are assessed and monitored. The Group is exposed to operational risks and the Management addresses them either through internal controls or through the transfer of risk to third parties (e.g. insurance companies). The Group's insurance coverages for property and other risks are adequate. F. Alternative Performance Measures (APMs) According to the ESMA/2015/1415en Guidelines on Alternative Performance Measures (APMs) of the European Securities and Markets Authority, an Alternative Performance Measure (APM) is a financial measure of historical or future financial performance, financial position or cash flows, which is not defined or provided in the current Financial Reporting Framework (IFRS). APMs typically arise from or are based on financial statements prepared in accordance with the current Financial Reporting Framework (IFRS), primarily with the addition or deduction of amounts from the figures presented in the Financial Statements. The Group uses to a limited extent Alternative Performance Measures (APMs) when publishing its financial performance, in order to better understand the Group's operating results and financial position. 17 Adjusted Earnings before Interest, Tax, Depreciation and Amortization (EBITDA) The Adjusted EBITDA ratio, which serves to better analyse the Group’s and Company’s operating results, is measured as follows: "Profit/(Loss) before tax", as adjusted by the addition of “Other Financial Results”, “Financial Income”, “Financial Expenses” and “Depreciation” items. The “Total Depreciation” item, which is added to the “Profit/Loss before Tax” item is the result of offsetting the fixed assets depreciation (expense) against the corresponding grants amortization (income) received for these assets The margin of this ratio is calculated by dividing the adjusted EBITDA by total sales. Group Company 2024 2023 2024 2023 Sales 206.783.180 202.745.766 180.464.240 176.663.442 Profit/(Loss) before tax 9.330.547 8.305.531 7.055.859 8.095.800 Other Financial Results 209.036 466.954 133.449 506.078 Financial Income (307.089) (7.550.276) (298.154) (7.670.684) Financial Expenses 2.923.842 5.206.439 2.607.094 4.613.802 Total Depreciation 5.836.326 6.342.752 5.111.658 5.632.794 Adjusted Earnings before Interest, Tax, Depreciation and Amortization (EBITDA) 17.992.662 12.771.400 14.609.906 11.177.790 Adjusted Earnings before Interest, Tax, Depreciation and Amortization (EBITDA) Margin 8,70% 6,30% 8,10% 6,33% Adjusted Earnings before Interest and Tax (ΕΒΙΤ) "Adjusted Earnings Before Interest, Tax, (EBIT)" ratio, , which serves to better analyse the operating results of the Group and the Company, is calculated as follows: Profit/(Loss) before Tax" adjusted by the addition of “Other Financial Results", "Financial Income" and “Financial Expenses”. The margin of this ratio is calculated by dividing the adjusted EBIT by total sales Group Company 2024 2023 2024 2023 Sales 206.783.180 202.745.766 180.464.240 176.663.442 Profit/(Loss) before tax 9.330.547 8.305.531 7.055.859 8.095.800 Other Financial Results 209.036 466.954 133.449 506.078 Financial Income (307.089) (7.550.276) (298.154) (7.670.684) Financial Expenses 2.923.842 5.206.439 2.607.094 4.613.802 Adjusted Earnings before Interest and Tax (ΕΒΙΤ) 12.156.336 6.428.648 9.498.248 5.544.996 Adjusted Earnings before Interest and Tax (ΕΒΙΤ) Margin 5,88% 3,17% 5,26% 3,14% 18 Total Net Borrowing "Total Net Borrowing" is an APMI used by Management to assess the capital structure of the Group and the Company. It is estimated as the sum of “Long-term Borrowing Liabilities “and “Short-term Borrowing Liabilities”, less “Cash and Cash Equivalents”. Group Company 31.12.2024 31.12.2023 31.12.2024 31.12.2023 Non – current Loan Liabilities 7.160.931 35.001.739 6.100.000 30.525.000 Current Loan Liabilities 39.915.054 28.471.255 36.700.006 23.205.739 Cash and cash equivalents (6.559.733) (8.915.023) (4.378.612) (6.814.932) Total Net Borrowing 40.516.252 54.557.971 38.421.394 46.915.807 G. Corporate Governance Statement According to par. 1 article 152 of Law 4548/2018, the Corporate Governance Statement is included in the Annual Report of the Board of Directors of “LOULIS FOOD INGREDIENTS SA” for the fiscal year 2024. The reference date of the Corporate Governance Statement is 31/12/2024. Corporate Governance Code In compliance with article 17 of Law 4706/2020 and upon the Board of Director’s decision dated 25.06.2021, the Company applies the Hellenic Corporate Governance Code of the Hellenic Corporate Governance Council (HCGC) (version 2021), which takes into consideration the relevant amendments of the legislative framework, the regulations and best international corporate governance practices as applicable. The Hellenic Corporate Governance Code is posted on the website of the Hellenic Corporate Governance Council: https://www.esed.org.gr/web/guest/code-listed Apart from the HCGC website, the Code is also available on the Company’s official website: https://www.loulis.com/kodikas-etairikis-diakyvernisis The specific practices of the Corporate Governance Code with which the Company has not complied are listed below, with a brief explanation of the reasons that justify the specific non-compliance/deviation. Non-compliance/deviation from special practices Section Α – Board of Directors 2.4. Remuneration of BoD Members 2.4.14. The contracts of the executive members of the Board of Directors provide that the Board of Directors may require refund of all or part of the bonus awarded, due to breach of contractual terms or incorrect financial statements of previous years or based generally on incorrect financial data, used for the calculation of this bonus. No such provision has been made in the contracts of the executive members of the Board of Directors, because the Company's Remuneration Policy includes a corresponding clause: "The payment of variable remuneration may still be cancelled upon decision of the Board of Directors, in case the receiber is proven to 19 have violated the Company's Code of Business Principles or is convicted by a Criminal Court, or if the payment of variable remuneration was based on the Company's profitability data which were subsequently proven to be inaccurate". Therefore, the adoption of the relevant HCGC practice is not considered appropriate and no material risk is considered to arise from such deviation. 3.3. Evaluation of the Board of Directors/CEO 3.3.4 The Board of Directors collectively, as well as the Chairman, the CEO and the other members of the Board of Directors are evaluated annually regarding the effective performance of their duties. This evaluation shall be facilitated at least every three years by an external consultant. The Company has established a method of continuous and regular evaluation of the Board of Directors collectively and of the Chairman, the CEO and the other members of the Board of Directors individually, with regard to the fulfilment of their duties, which is carried out in cooperation with the Remuneration and Nomination Committee and the Chairman of the Board of Directors. The aforementioned annual evaluation is considered to be fully adequate and justified, based on specific and objective criteria. For this reason, the Board of Directors, although recognizing the importance of the recommendation of the Hellenic Corporate Governance Code regarding the evaluation of its operations by an independent external evaluator, decided not to proceed with the assignment of such evaluation during the current period. This decision was taken after considering the high level of experience and professionalism of the BoD members. In particular, each BoD member has a long and successful career in the business world, holding key responsibility positions and actively contributing to the development and success of large business groups. The accumulated knowledge and deep understanding of corporate governance principles held by the members of the Board of Directors shall ensure the effective operation and supervision of corporate activities. Furthermore, the BoD conducts regular internal reviews of its practices and procedures, aiming to continuously improve its effectiveness. It was therefore considered that, in the current circumstances, an external evaluator's assessment is not necessary. However this does not exclude the possibility of a future reassessment of this issue in the context of ongoing monitoring and alignment with the principles of a sound corporate governance. Corporate Governance practices in addition to the provisions of the law The Company does not apply Corporate Governance practices in addition to the requirements of the applicable legislation. Key characteristics of the Company’s Internal Control System and Risk Management in relation to the financial statements preparation process The Company implements a Corporate Governance System, part of which is the Company's Internal Control System ("ICS") The ICS refers to the set of internal control mechanisms and procedures, including risk management, regulatory compliance and internal control, which cover the Company's and Group' s operations on an ongoing basis and contribute to the safe and effective operation of the Company and its Group companies. The ICS consists of, but is not limited to, the following: 20 • Control Environment, consisting of at least the following: o Integrity, Ethical Values and Management Conduct o Organizational Structure o Board of Directors o Corporate Responsibility o Human Resources • Risk Management • Control Activities. • Information & Communication System. • ICS Monitoring Activities, to report on findings that need to be corrected or improved. The Company's Internal Control System aims at the following objectives: a) The systematic implementation of the operational strategy, with the effective use of available resources. b) The effective operation of the Internal Audit Unit, whose organisation, operation and responsibilities are defined in its Operating Regulations c) Effective risk management, through the identification and management of material risks associated with the Company's business and operations, through the risk management function. d) To ensure the accuracy and reliability of the data and information required for the accurate and timely determination of the Company's financial position and the preparation of reliable financial statements, as well as its non-financial position, in accordance with Article 151 of Law 4548/2018. e) the Company’s effective compliance with the regulatory and legislative framework, as well as the internal regulations governing the Company's operation through regulatory compliance. The Board of Directors ensures that the Internal Control System operations are independent of the business areas they control, and that they have adequate financial and human resources, as well as the authority to operate effectively, as required by their role. Reporting lines and the allocation of responsibilities are clear, enforceable and properly documented. In addition to the Internal Control System, the Board of Directors conducts an annual review of the corporate strategy and the main business risks affecting the Company. The Company's Internal Audit Unit monitors the proper implementation of each internal control procedure and system, regardless of their accounting or non-accounting nature, and assesses the company by reviewing its activities, acting as a service to the Management. Its main mission is to monitor and improve the operations and policies of the Company and its subsidiaries (hereinafter referred to as the "Group") and to advise the Board of Directors by submitting relevant proposals to the Board of Directors regarding the Internal Control System. 21 The Internal Control System aims, inter alia, to ensure the accuracy and reliability of data and information required for the accurate and timely preparation of the Company's financial position and the production of reliable Financial Statements. Regarding the financial reporting process, the Company declares that the accounting system used is sufficient for reporting to the Management and to external users The Financial Statements and other analyses reported to the Management are prepared on a separate and consolidated basis in accordance with International Financial Reporting Standards (IFRS), as adopted by the European Union for Management reporting purposes and for disclosure purposes, in accordance with the applicable regulations. Both administrative information and financial information to be disclosed include all the necessary information on an up-to-date internal control system, which includes sales, cost/expense and operating profit analyses as well as other data and indicators. All reports to the Management include the current period's data compared with the corresponding data for the period of the previous reporting year. The published interim and annual financial statements include all necessary information and disclosures on the financial statements in accordance with International Financial Reporting Standards as adopted by the European Union, reviewed by the Audit Committee and approved in their entirety by the Board of Directors respectively. The Company has developed and applies policies and procedures for the preparation of the Financial Statements to ensure their credibility and compliance with legislation and regulations that affect their preparation and publishing. These procedures relate to the proper auditing and recording of revenue and expenditure, as well as the monitoring of the status and value of the Company’s assets. The implemented policies and procedures, relating to the preparation of the Financial Statements concern inter alia: • Period-end closing procedures, which include submission deadlines, responsibilities, classification and account analysis, and updates to required disclosures. • Reconciliations of customer and supplier account balances, as well as other receivables and payables of the Company at regular time periods. • Procedures which ensure that transactions are recognised in accordance with International Financial Reporting Standards. • Bank account and loan account reconciliations held by the Company with authorised banks on a monthly basis. • Auditing and reconciliations of cheques receivable and payable. • Forming provisions for the Company’s receivables and liabilities when the supporting documents have not yet been obtained. • Carrying out physical inventories and checks on imports/exports in warehouses on a monthly basis. • Process for auditing and reconciling sales and issued documents. 22 • Establishing policies and procedures for areas such as significant purchases, payment and collection procedures, managing inventories, etc. • Establishing procedures for registration by different persons in the context of segregation of duties. • Approvals and procedures for the correct entry of the Company’s expenses into the accounting plan kept and into the correct cost center. • Procedures for approving the purchase, registration and monitoring of fixed assets and for carrying out planned depreciation. • Procedures for monitoring and managing staff and payroll obligations. • Procedures to ensure the correct use of the accounting plan applied by the Company and that access and changes to it through the Company's information system are made only by authorised users in a specific area of responsibility. At the end of each period the Company’s Accounting Department conducts the required actions for the preparation of the Financial Statements according to the Law. The Company’s Information System is continually developed and upgraded through the close cooperation with a recognized IT Company in order to adjust to the Company’s continuously growing and specific needs for the support of the Company’s long-term goals and prospects. Safeguards shall also be applied regarding: a) the identification and risk assessment in relation to the credibility of the Financial Statements, b) the administrative planning and monitoring regarding financial figures, c) fraud prevention and detection, d) the roles/responsibilities of staff, e) the financial year closure process including consolidation (e.g. procedures, accesses, approvals, agreements, etc.); and f) assurance of the provided data from the information systems. The preparation of the internal reports to Management and the reports required by Law 4548/2018, the International Financial Reporting Standards and the supervising authorities is conducted by the Financial Administration, which consists of qualified and experienced executives. The Management ensures that these executives are properly informed about changes in accounting and tax issues concerning the Company and the Group. The Company has established separate procedures for the collection of the required information from the subsidiaries and ensures that the Group companies reconcile individual transactions and apply the same accounting policies. Risk Management of the Company targets to adequately and effectively support the BoD in identifying, assessing and managing significant risks related to the operation and activity of the Company and the Group through appropriate and sufficient policies, procedures and tools. 23 The purpose of the Company's Regulatory Compliance is to assist the Board of Directors in the full and continuous compliance of the Company with the current legislative and regulatory framework and the internal Regulations and Policies governing its operation, providing a full overview of the degree of achievement of this purpose at any time. The established policies and procedures are evaluated and redefined if they are found to be inadequate or if changes in the legislation require so. Results of the Internal Control System evaluation process The Company, by decision of its Board of Directors, has appointed the company CROWE - ASSOCIATED CERTIFIED PUBLIC ACCOUNTANTS S.A., with the distinctive title "SOL S.A." or "SOL Crowe" to assess the adequacy and effectiveness of the Internal Control System (ICS), for the reporting period 1/1/2023 to 31/12/2024 and with a reporting date of December 31, 2024. The audit was performed in accordance with the audit programme of the Hellenic Accounting and Auditing Oversight Board (HAASOB) [Decision 040/2022] and the International Standard on Assurance Engagements (ISAE) 3000 and no material weaknesses were identified in the ICS, in accordance with the Regulatory Framework. Pursuant to the provisions of Law 4706/2020 and the guidelines of the Hellenic Capital Market Commission, the next assessment of the ICS, with a reference date of 31/12/2025, will be completed by March 31, 2026, so that henceforth the assessment of the adequacy and effectiveness of the ICS, as well as the assessment of the CGC will be carried out for the same reference date and the same period. The results of these assessments will be reported in the Corporate Governance Statement This evaluation period (1/1/2023 - 31/12/2024) establishes a dynamic process for future evaluations, ensuring the Company's ongoing adherence to the current legal and regulatory framework via continuous review and corrective actions. Results of the Corporate Governance System evaluation process The Board of Directors, in the context of its obligations arising from paragraph 1 of Article 4 of Law 4706/2020, evaluated the implementation and effectiveness of the Company's Corporate Governance System, with reference date as of December 31, 2024. This evaluation did not identify any material weaknesses. In the context of this process, the Board of Directors assigned, inter alia, the Corporate Governance System adequacy and effectiveness assessment to CROWE - ASSOCIATED CERTIFIED PUBLIC ACCOUNTANTS S.A. The assessment was performed in accordance with the assurance procedures program set out in the decision I'73/08β/14.02.2024 of the Supervisory Board of the Institute of Certified Public Accountants, based on the International Standard on Assurance Engagements 3000 (Revised), "Assurance Engagements Other than an Audit or Review of Historical Financial Information". The work of the Chartered Accountants did not reveal any material weaknesses in the Company's Corporate Governance System. This result further confirms the Company's ongoing compliance with the current legislative and regulatory framework for its Corporate Governance System, ensuring lawful and orderly operation with the goal of sustainable strategic growth. 24 The curriculum vitae of the Company's Internal Auditor is set out below: Zakinos Cohen, Internal Auditor He is Economist, born in Volos in 1979. After successfully completing his studies in Business Administration and Management at the University of Piraeus, he attended the University of Bonn, Germany, where he completed a Master of Laws (LL.M.) program in European Regulation of Network Industries, specializing in EU regulatory and competition law. He has served as Store Manager in a large retail company for several years. Furthermore, from 2015 to 2019, he served as Deputy General Manager of the strategically important grain storage terminal at "Al Dahra Holding LLC" in the United Arab Emirates and, upon his return to Greece, he was appointed as Office Manager of the General Secretariat for Tourism Policy and Development at the Ministry of Tourism. Currently he serves as internal auditor of Loulis Food Ingredients SA, registered in the Register of Internal Auditors of the Economic Chamber of Greece. In 2022, he was elected as a member of the Disciplinary Board of the Institute of Internal Auditors of Greece. In 2024, he was appointed as a member of the Audit Committee of the listed company YALCO - KONSTANTINOU S.A. General Meeting of Shareholders Operation and key authorities of the General Meeting The General Meeting of the Shareholders is the supreme body of the Company, and is authorised to decide on all corporate matters and issues submitted to it. The role, responsibilities, convening, participation, regular and extraordinary quorum and majority of participants, the Presidium, the Agenda and the general operation of the General Meeting of the Company's shareholders are described in the Company's Articles of Association, which is governed by the provisions of Law 4548/2018, as amended. In particular, the General Meeting is exclusively responsible to decide on: • amendments to the Articles of Association and the capital increases and decreases. Decisions on amendments to the Articles of Association shall be valid, provided that they are not prohibited by an explicit provision of the Articles of Association, • election of BoD members and Auditors, • approval of the Company's balance sheet, • distribution of annual profits, • merger, division, conversion, revival, extension or liquidation of the Company; and • appointment of liquidators. The following is not included in the provisions of the aforementioned paragraph: a) increases decided by the BoD in accordance with Article 24 of Law 4548/2018, as well as increases imposed by the provisions of other Laws, b) the amendment of adjustment of the provisions of the Articles of Association by the Board of Directors in accordance with Article 117 par. 2(β) of Law 4548/2018 , c) the appointment by statute of the first Board of Directors, d) the election of Directors according to the Company’s Articles of Association pursuant to article 82 of Law 4548/2018, in replacement of persons who have resigned, died or otherwise 25 lost their status, e) the absorption of a limited company from another company owning 100% of its shares, in accordance with Article 117 par. 2(ε) of Law 4548/2018 and f) the possibility of distributing profits or voluntary reserves in the current financial year by decision of the Board of Directors, provided that the Regular General Meeting of Shareholders has granted the relevant authorisation. The duties of the General Meeting include the election of the members of the Company's Audit Committee, in accordance with the specific provisions of Law 4449/2017 and the Company's Audit Committee Operating Regulations. The decisions of the General Meeting are also binding for shareholders who are absent or dissenting. The General Meeting of Shareholders is always convened by the Board of Directors and meets regularly at the Company's registered office or in the district of another municipality within the prefecture of the registered office or another municipality adjacent to the registered office of the Company, at least once in each financial year and always within the first six months of the end of each financial year. The General Meeting may also convene in the region of the Municipality in which the Athens Stock Exchange has its registered office. The Board of Directors may convene an extraordinary meeting of the General Meeting of Shareholders when deemed appropriate or if requested by shareholders representing the percentage required by Law and the Articles of Association. The General Meeting, except for the periodic General Meetings and those assimilated to them, shall convene at least twenty (20) days before the date set for its meeting. It is clarified that non-working days shall also be taken into account. The day of the publication of the notice and the meeting day shall not be counted. Τhe date, day, hour, meeting venue, agenda issues, names of the shareholders entitled to participate, as well as precise instructions about the process in which shareholders will be able to participate and exercise their rights in person or via a representative or remotely, shall be included in the invitation. No invitation to General Meeting convention is required, if shareholders representing the entire share capital are present or represented and none of them objects to the holding of the meeting and the adoption of resolutions. The General Meeting constitutes a quorum and meets validly for the agenda items when shareholders representing at least one fifth (1/5) of the paid-up share capital are present or represented. If this quorum does not take place, the General Meeting convenes again within twenty (20) days after the day of the cancelled meeting, after inviting the shareholders at least ten (10) days in advance. Such reconvened meeting shall be validly convened for the items on the original agenda, regardless of the proportion of the paid-up capital represented therein. Decisions of the General Meeting are taken by an absolute majority of the votes represented therein. In the event that resolutions are to be passed by the General Meeting concerning: a) change of the Company's nationality, b) extension, merge, split, convert, revival or dissolution of the Company, c) change of the Company’s purpose, d) share capital increase, which is not provided in the Company’s Articles of Association, in accordance with paragraphs 1 and 2 of article 24 of codified law 4548/2018 unless imposed by law or 26 made by the capitalization of reserves, e) share capital decrease, unless made in accordance with paragraph 5 of article 21 or paragraph 6 of article 49 of law 4548/2018, f) changes in profit distribution, g) increase in shareholder’s liabilities, h) conversion of the Company's registered shares into bearer shares or of the bearer shares into registered shares, i) granting or renewing the authority to the Board of Directors for a share capital increase, in accordance with Article 24 par. 1 of Law 4548/2018, the General Assembly is in quorum, meets validly and can legally decide on the agenda items, when shareholders representing two thirds (2/3) of the paid-up share capital are present or represented in it. The Chairman of the Board of Directors or his deputy or, in his absence, another member of the Board of Directors or, in the absence of any member of the Board of Directors, a person elected temporarily by the Meeting, shall preside at the General Meeting until the election of a Chairman by the General Meeting. The interim President shall appoint an interim Secretary who shall also act as a scrutineer. After the final declaration of the list of shareholders present, the General Meeting shall proceed to the election of its Chairman and a Secretary, who shall act as scrutineer. Discussions and decisions of the General Meeting are limited to the agenda items. The proceedings and decisions of the General Meeting shall be summarily recorded in a special minute book and signed by the Chairman and the Secretary of the General Meeting. The Chairman of the General Meeting shall, at the request of shareholders, be obliged to record a precise summary of the opinion of the shareholders in the minutes. The minutes must also include a list of the shareholders present or represented at the meeting and the number of shareholders and votes of each shareholder. If only one (1) shareholder is present at the General Meeting, the presence of a Notary Public shall be mandatory, who shall sign the minutes of the Meeting. Shareholders’ rights and exercise Participation and voting rights The shareholders shall only exercise their rights regarding the Company’s management at the General Meetings and in accordance with the provisions of the Law and the Articles of Association. Every share represents one vote at the General Meeting, subject to the provisions of the Article 36 & 38 par. 4 of Law 4548/2018, as in force. Any person appearing as a shareholder in the registry of the Dematerialized Securities System (DSS), managed by “Hellenic Exchanges S.A.” (“HELEX”), in which the securities (shares) of the Company are held, has the right to participate in the General Meeting. Proof of shareholder capacity takes place by submission of the relevant written confirmation from the aforementioned body, or alternatively, by direct online connection of the Company’s records with the records of the aforementioned body. The shareholder’s capacity must be valid upon the record date, namely at the beginning of the fifth (5th) day prior to the convening of the General Meeting and the relevant confirmation or electronic certification on the shareholder’ s capacity must be obtained by the Company by the third (3rd) day before the General Assembly meeting at the latest. 27 Any person that holds the status of the shareholder on the corresponding record date is eligible to participate and vote in the General Meeting. In case of non-compliance with the provisions of the Article 124 of Law 4548/2018, the said shareholder participates in the General Meeting after they have received its permission. It should be noted that the exercise of the abovementioned rights (participation and voting) does not require the blocking of shares or any other process which restricts the shareholder’s ability to sell and transfer shares during the period between the record date and the General Meeting date. Shareholders may participate in the General Meeting and may vote either in person or by proxy. Each shareholder can appoint up to three (3) proxies. Legal entities may participate in the General Meeting by appointing up to three (3) natural persons as proxies. However, if a shareholder owns shares of the Company, that are held in more than one investor securities account, such limitation will not prevent the said shareholder from appointing separate proxies for the shares appearing in each account, in respect to the General meeting. A proxy holding proxies from several shareholders may cast votes differently for each shareholder. A shareholder’s proxy is obliged to disclose to the Company, before the commencement of the General Meeting, any specific fact, which would be useful to the shareholders in order to assess whether the proxy’s serving interests other than the shareholder’s interests poses a risk. Pursuant to the above, a conflict of interest may arise in cases where the proxy: a) is a controlling Shareholder of the Company or is another legal person or entity controlled by such Shareholder, b) is a member of the Board of Directors or in general, a member of the Management or a controlling shareholder or other legal person or entity controlled by a controlling shareholder c) is an employee or certified auditor of the Company or of a controlling shareholder of the Company, or other legal entity controlled by a controlling shareholder of the Company, d) is the spouse or a first-degree relative of one of the natural persons referred to in (a) to (c) above. The appointment and withdrawal of a shareholder's representative shall be done in written form and shall be disclosed to the Company in the same manner, at least three (3) days prior to the date of the General Meeting. Other shareholders’ rights Ten (10) days prior to the Regular General Meeting, each shareholder may obtain from the Company copies of its annual financial statements, the management reports of the Board of Directors and the auditors' report. These documents must be timely filed by the Board of Directors at the Company's office. At the request of shareholders, representing one twentieth (1/20) of the paid-up share capital, the Board of Directors is obliged to convene an Extraordinary General Meeting of shareholders, setting a date of its meeting, which should not be more than forty five (45) days from the date of service of the application to the Chairman of the Board. The application contains the subject of the agenda. If a General Meeting is not convened by the Board of Directors within twenty (20) days from the submission of the relevant application, the convening is carried out by the requesting shareholders at the expense of the Company, by decision of 28 the Single Member Court of First Instance, issued during the precautionary measures. This decision defines the place and time of the meeting, as well as the agenda. At the request of shareholders, representing one twentieth (1/20) of the paid-up share capital, the Board of Directors is obliged to include in the agenda of the General Meeting, which has already been convened, additional issues, if the relevant application is submitted to the Board of Directors fifteen (15) at least days before the General Meeting. Additional items on the agenda must be published or disclosed under the responsibility of the Board of Directors, in accordance with Article 122 of Law 4548/2018, at least seven (7) days before the general meeting. If these issues are not published, the requesting shareholders are entitled to request the postponement of the General Meeting in accordance with paragraph 2 of Article 141 of Law 4548/2018 and to proceed to the publication themselves, as defined in the previous paragraph, at the expense of the Company. At the request of a shareholder or shareholders representing one twentieth (1/20) of the paid-up share capital, the Board of Directors makes the draft decisions on issues included in the initial or revised agenda available to the shareholders at least six (6) days before the date of the General Meeting, if the relevant application is submitted to the Board of Directors at least seven (7) days before the date of the General Meeting. At the request of any shareholder, submitted to the Company at least five (5) full days before the date of the General Meeting, the Board of Directors is obliged to provide the General Meeting with the requested specific information about the Company's affairs, insofar as they relate to the items on the agenda. At the request of a shareholder or shareholders representing one twentieth (1/20) of the paid-up share capital, the Chairman of the General Meeting is obliged to postpone only once the decision of the General Meeting, Regular or Extraordinary, on all or certain issues, setting a day of continuation of the meeting, as defined in the request of the shareholders, which, however, may not be later than thirty (30) days from the date of postponement. The postponed General Meeting is a continuation of the previous one and there is no need to repeat the formalities of disclosure of the invitation to the shareholders. New shareholders may not participate in this meeting pursuant to the provisions of Articles 141 par. 5 of Law 4548/2018. At the request of shareholders representing one twentieth (1/20) of the paid-up share capital, submitted to the Company at least five (5) full days before the date of the General Meeting, the Board of Directors is obliged to announce to the General Meeting the amounts paid for any purpose within the last two years to members of the BoD or other Chairmen or employees of the Company, as well as any other contract of the Company with them. Also, at the request of any shareholder subject to the above, the Board of Directors is obliged to provide the General Meeting with the requested specific information about the Company's affairs, insofar as they relate to the items on the agenda.Thr Board of Directors may refuse to provide the information for a substantial reason, which is recorded in the minutes. Such a reason may be, in certain circumstances, the representation of the requesting shareholders in the Board of Directors in accordance with articles 79 or 80 of Law 4548/2018. 29 At the request of shareholders representing one fifth (1/5) of the paid-up share capital, submitted to the Company within the time limits of the previous paragraph the Board of Directors is obliged to provide the General Meeting with the requested specific information on the course of corporate affairs and the assets of the Company. The Board of Directors may refuse to provide the information for a substantial reason, which is recorded in the minutes. Such a reason may be, in certain circumstances, the representation of the requesting shareholders in the Board of Directors in accordance with articles 79 or 80 of Law 4548/2018, provided that the respective members of the Board of Directors have received the relevant information in a sufficient manner. In case of application of shareholders representing one twentieth (1/20) of the paid-up share capital, the decision on any issue of the agenda of the General Meeting is made by open voting. Shareholders of the Company, representing one twentieth (1/20) of the paid-up share capital, are entitled to request from the Single Member Court of First Instance of the district in which the Company is domiciled, which shall have jurisdiction by voluntary procedure. The audit is ordered if it is suspected that acts violate the provisions of the Laws or the Articles of Association or the resolutions of the General Meeting. Shareholders of the Company, representing one fifth (1/5) of the paid-up share capital, have the right to request an audit of the Company by the competent court referred to in the previous paragraph, if it becomes evident from the entire course of corporate affairs that the management of corporate affairs is not being carried out as required by good and prudent management. This provision shall not apply where the controlling minority is represented on the Board of Directors of the Company. Information in accordance with the provision of Article 152 par. 1 δ’ of Law 4548/2018 regarding the public acquisition proposals. It should be noted that with regard to the requirements pursuant to Article 152 par. 1 d) of Law 4548/2018, information required under cases c, d, f, h and i of par. 1 of Article 10 of Directive 2004/25/EC of the European Parliament and the Council dated April 21, 2004, on public acquisition proposals, all such information can be found in the Explanatory Report of the Board of Directors (pursuant to Article 4 (7) and (8) of Law 3556/2007), Chapter IA of the Annual Management Report of the Board of Directors. Composition and operation of the Company's administrative, management and supervisory bodies and their committees. Board of Directors The Company is represented before third parties, as well as before any Public, Judicial or any other Authority by its Board of Directors, acting collectively. The Board of Directors is competent to decide on any act concerning the Company's Management, the management of its assets and the realisation of its purpose, within the limits of the law and excluding matters decided by the General Meeting of Shareholders. For any issue falling within the responsibility of representation and management of the Company by the Board of Directors, the Board of Directors may, by its decision, assign the power of representation or 30 management of the Company to one or more persons, regardless of their being members of the Board of Directors, with the exception of matters for which the Law or the Articles of Association of the Company require collective action by the Board of Directors as a management body. The Board of Directors should effectively exercise its leadership role and manage corporate affairs for the benefit of the Company and all shareholders, ensuring that management implements corporate strategy with the diligence of prudent businessmen. It should also ensure the fair and equitable treatment of all shareholders, including minority and foreign shareholders. Composition and operation of the Board of Directors According to Article 16 of its Articles of Association, the Company’s Board of Directors consists of five (5) to nine (9) members that are natural or legal persons, who are elected by the General Meeting by an absolute majority of votes, represented in the General Meeting. The members of the Board of Directors are eligible for re-election and are freely recallable. The term of office of the members of the Board of Directors is four years and begins on the day of the General Meeting, which elected them and is extended until the expiration of the term, within which the next Regular General Meeting must convene and until the relevant decision is made. In any case this period cannot exceed six (6) years. The Board of Directors convenes whenever required by Law, the Articles of Association or the Company's needs, upon the invitation of the Chairman or his deputy, either at the Company's headquarters or at the Company's branch in Keratsini (1 Spetson Str.) The invitation must also clearly state the agenda items, otherwise decisions may only be taken if all members of the Board of Directors are present or represented and no one objects to the decision. The Board of Directors may validly hold a meeting outside its headquarters in another place, either in Greece or abroad, provided that all its members are present or represented at the meeting and none of them objects to the holding of the meeting and the decision-making process. The Board of Directors may meet by videoconference. In this case, the invitation to the members of the Board of Directors shall include the information necessary for their participation in the meeting. Meetings of the Board of Directors shall be chaired by its Chairperson or his/her duly authorised deputy. The Board of Directors is in quorum and shall meet validly if more than one-half of the Directors are present or represented, but in no case shall the number of Directors present be less than three (3). An absolute majority of the directors present and represented is required in order for the Board of Directors to make valid decisions. An absent Director may be represented by another Director, by a simple letter or telegram addressed to the Chairman of the Board of Directors. Each Director may represent only one other Director, but it is necessary for at least three Directors to be present in person at each meeting. The discussions and decisions of the Governing Board shall be summarised in a special register, which may also be held electronically. At the request of a member of the Board, the Chairman shall be obliged to enter 31 a precise summary of his/her opinion in the minutes. A list of the members of the Board of Directors present or represented at the meeting shall also be entered in this register. The minutes of the Board of Directors are signed by the members present. If a member refuses to sign, a note to this effect shall be made in the minutes. Copies of the minutes are officially published by the Chairman or Deputy Chairman or CEO, without any further validation required. The signatures of the Directors or their representatives can be replaced through email exchange or other electronic means. The Board of Directors has the right to delegate its powers, by special resolution recorded in the minutes, (except those requiring collective action) on specific and individually determined matters to one or more members of the Board of Directors or to other persons, acting individually or collectively. The Board of Directors may also assign the Company's internal audit to one or more persons who are not members of the Board of Directors or, if the law permits, to members of the Board of Directors. Such individuals may, if the decisions of the Governing Board provide for it, further delegate the exercise of all or part of the powers conferred on them to other members or to third parties. a) If a vacancy occurs due to death, resignation or any other cause, the remaining members of the Board of Directors, if there are at least three (3), may elect a replacement. The replacement’s term of office shall expire on the date on which the term of office of the person he or she replaces would have expired. The decision of the election is subject to statutory publication and announced by the Board of Directors at the next General Meeting, in which the elected members may be replaced, even if no relevant item is on the agenda. b) In the above case of resignation, death or any other case of BoD membership loss, the remaining members may continue to manage and represent the company without replacing the missing members in accordance with the above, provided that the number of members exceeds one half of the members as they were before the occurrence of the above events. In any case, such members shall not be less than three (3). c) In any case, the remaining members of the Board of Directors, regardless of their number, may convene a general meeting for the sole purpose of electing a new Board of Directors. The current Board of Directors The Company’s current Board of Directors has been elected by the Regular General Meeting of the Shareholders on 22/6/2022 with a four year term of office, i.e. until the 22/6/2026, which shall be extended until the expiry of the deadline, within which the next Regular General Meeting shall convene and until the relevant decision and was formed in a body by the decision of the Board of Directors dated 22/6/2022. On January 8, 2024 the Board of Directors unanimously decided and elected Mr. Arnoud van den Berg as a non-executive member of the BoD, replacing the resigned non-executive member Mr. Gianluca Fabbri, for the remainder of the BoD’s term of office, i.e. until 22/6/2026. Following the aforementioned resignation of the non-executive member of the BoD Mr. Gianluca Fabbri and his replacement by Mr. Arnoud van den Berg the members of the BoD formed into body by the decision of the Board of Directors dated 8/1/2024. The Company’s BoD consists of seven members in total, two executive members, two non-executive and three independent non-executive members. 32 Τ The BoD of the Company operates in accordance with its Rules of Operation posted on the Company’s website. (https://www.loulis.com). The following table includes the members of the current BoD, their capacity, as well as the beginning and end of their current term: NAME CAPACITY BEGINNING OF TERM END OF TERM Nikolaos Loulis Chairman of the BoD, Executive Member of the BoD 22.06.2022 22.06.2026 Elisavet Kapelanou- Alexandri Vice-Chairman of the BoD, Independent, Non- Executive Member of the BoD 22.06.2022 22.06.2026 Nikolaos Fotopoulos Chief Executive Officer – Executive member of the BoD 22.06.2022 22.06.2026 Spyridon Theodoropoulos Member of the BoD, Non-Executive Member of the BoD 22.06.2022 22.06.2026 Arnoud van den Berg Member of the BoD, Non-Executive Member of the BoD 08.01.2024 22.06.2026 Konstantinos Macheras Member of the BoD, Independent, Non- Executive Member of the BoD 22.06.2022 22.06.2026 Georgios Taniskidis Member of the BoD, Independent, Non- Executive Member of the BoD 22.06.2022 22.06.2026 It is clarified that Mr. Gianluca Fabbri served as a non-executive BoD Member until 8/1/2024 when he got replaced, as described above, by Mr. Arnoud van den Berg. CVs of BoD members – Suitability Assessment of BoD members. – Independence Assessment of Independent non-Executive members of BoD The curriculum vitaes of the Company’s BoD Members are as follows: Nikolaos Loulis, Chairman of the Board of Directors – Executive Member of the Board of Directors Nikolaos Loulis was born in 1986 in Volos. He holds a bachelor’s degree from Boston College, USA, where he majored in both Finance and Accounting. Following his bachelor, he got a technical diploma on Flour Milling Engineering from the Swiss Milling School of St. Gallen, Switzerland and completed his postgraduate degree in Business Administration, MBA, at INSEAD. Since 2010, he is the Chairman of Loulis Food Ingredients S.A. Under his leadership, Loulis Food Ingredients has evolved from purely a flour industry to a bakery and confectionery ingredients production company, currently producing more than 800 different raw materials for baking, with four production units in Greece and Bulgaria. He is married and has 3 children. In his free time he enjoys running, reading history books and open sea sailing. From the above it is clear that he has proven long experience in every issue related to the Company’s business operations and his participation in the BoD shall contribute positively to the Company’s long-term perspectives and business goals. In the light of the above, it is apparent that Mr. Loulis has every necessary qualification required by the Suitability Policy of the Company, i.e. – professional training, experience, sufficiency of knowledge and skills, 33 guaranteed morality and reputation, independence of judgment, no conflict of interests and time commitment. Elissavet Kapelanou-Alexandri, Vice-Chairman of the Board of Directors, Independent, Non- Executive Member of the Board of Directors Elizabeth Kapelanou - Alexandri is an Attorney at Law, member of the Athens Bar Association, with Reg.N. 10366 and specializes in commercial, civil, tax and criminal law. Since becoming a lawyer in 1983 until today, being a lawyer before the Supreme Court, she has been practicing - alongside her activities as a legal advisor to Greek commercial companies - as a free (learned) lawyer. She has served as legal advisor in many companies of all kinds, mainly societe anonymes, listed and non-listed, which she has also represented before the Greek Court. She has been a third party legal advisor for the "Auxiliary Fund" (January 1997 - December 2002) and she has been the Legal Advisor of the Panhellenic Federation of Publishers - Booksellers (POEB) (January 1993 – June 2002). In this capacity, she actively participated in the creation of the National Book Center (EKEVI), in year 1994, aiming at the strengthening and promoting of books in Greece. She has been a third party legal advisor for the National Bank of Greece in real estate cases and as its legal representative in many of its court cases (January 1992 – May 1996). Mrs. Kapelanou – Alexandri holds a Law degree from the Law School of the University of Athens and speaks English and Italian. Based on the above, Mrs. Kapelanou – Alexandri can greatly contribute to the BoD’s operations as a member of the latter, and, as a result, it is also evident that she fulfills the necessary qualification requirements of the Company’s Suitability Policy, i.e. professional training, experience, sufficiency of knowledge and skills, guaranteed morality and reputation, independence of judgment, no conflict of interests and time commitment. It is also determined that Mrs. Kapelanou is independent, in the meaning of the article 9 of the Law 4706/2020, having no relations of dependency as defined in the same article. Nikolaos Fotopoulos, Chief Executive Officer – Executive Member of the Board of Directors Nikos Fotopoulos was born in Athens in 1960. He is a graduate of Athens School of Economics and Business (1983) and holds an MBA from the Universitaet Mannheim in Germany (1986). In 1992, Nikos took over the position of Brand Manager of Athens Office of Loulis Food Ingredients and afterwards in 1996 he became Financial Director of the same company. Since 1999 he has been the President and CEO of Saint George Mills until 2004, when the company was absorbed by the parent company Loulis Food Ingredients SA. From 2001 until today he is the CEO and a member of the Board of Directors of Loulis Food Ingredients SA in Greece and abroad. He speaks German and English and in his free time he loves traveling. The above shows the long experience and skills in the Company’s field of operations and it is evident that Mr. Fotopoulos has every necessary qualification required by the Suitability Policy of the Company, i.e. – professional training, experience, sufficiency of knowledge and skills, guaranteed morality and reputation, independence of judgment, no conflict of interests and time commitment. Spyridon Theodoropoulos, Member of the Board of Directors, Non-Executive Member of the Board of Directors 34 Spyros Theodoropoulos is the founder of Chipita SA, one of the leading companies in the world in the bakery snacks sector, in which he remained in the position of CEO from 1989 until 2021. He is a graduate of Athens University of Economics and Business. In 1976, he started his career with a small family business named Recor SA, producing dairy products. He became the General Manager of Aligel SA, an importing company of confectionery and ice cream products, in 1981. In 1986, he became the General Manager of Interia, a company producing hazelnut cream with significant export activities. During the same year, he acquired 50% of Chipita, a company producing snacks and in 1989 he took full control of the company by acquiring the remaining 50%. In 1990 Chipita was funded to implement the unique innovative idea of producing standardized croissants for the first time in the world. Eurohellenic fund (Olayan, De Benedetti, Alpha Finance and Titan) trusted Chipita and invested in innovation. The company was listed in the Athens Stock Exchange in the year 1994. For the next 16 years a large variety of new products was introduced and exported to many countries. Furthermore, Chipita established plants in Bulgaria, Romania, Poland, Russia, USA, Slovakia and developed new ventures in Saudi Arabia, Turkey, Malaysia, Mexico and India. In 2006 Chipita merged with Delta, Goody’s and Barba Stathi’s to form Vivartia SA. One year later, MIG acquired Vivartia. From 1/9/2006 until 15/4/2010 Mr. Theodoropoulos was the Managing Director of Vivartia SA. During the summer of 2010 Mr. Theodoropoulos along with the Olayan group and other Greek investors, reacquired Chipita. In 2021 Chipita accomplished a milestone deal for the Greek food market and was acquired by the global giant Mondelez. Spyros Theodoropoulos acquired 100% of the cured meat company Nikas. Today, he is the Vice-Chairman of the Board of Directors of Hellenic Federation of Enterprises (SEV). In the past, he served as president of the Athens Stock Exchange Listed Companies Association, vice president of Greek Federation of Industries, vice president of ATHEX and member of the Board of Directors of National Bank of Greece and Public Power Corporation. Based on the above long experience Mr. Theodoropoulos is considered a valuable presence in the Company’s BoD and it is derermined that he has every necessary qualification required by the Suitability Policy of the Company, i.e. – professional training, experience, sufficiency of knowledge and skills, guaranteed morality and reputation, independence of judgment, no conflict of interests and time commitment. Arnoud van den Berg, Member of the Board of Directors, Non-Executive Member of the Board of Directors Mr. Arnoud van den Berg is the Group Chief Executive Officer at Al Dahra Group and is responsible for the company’s overall business strategy and global operations. Mr. Arnoud van den Berg has over 25 years of international leadership experience in agribusiness, strategy, and finance, including a 15 years collaboration with the multi-national dairy company FrieslandCampina. Most recently, Mr. Arnoud van den Berg was the President of FrieslandCampina Trading, where he oversaw the Group’s trading operations and was responsible for processing, sales, sourcing, trading and hedging of dairy commodities globally. Prior to that, he led FrieslandCampina’s operations in Hong Kong, Vietnam and South-East Asia and was a Finance Director in Greece and the Netherlands. Mr. Arnoud van den Berg also spent 11 years at Boston Consulting Group in Europe, Asia and the United States, serving in various leadership roles advising on business strategy, consumer goods, merging and M&A.. 35 he was a board member in several industry organizations in the Netherlands, Vietnam and Hong Kong. He was also a non-executive board member at Betagen Thailand. Mr. Arnoud van den Berg holds a Master’s Degree in Industrial Engineering from the University of Twente, The Netherlands, and a Master’s Degree in Business Administration from INSEAD, France. The long experience and the international presence of Mr. Arnoud van den Berg is considered valuable for the Company’s business operation purposes. It is also evident that he meets the necessary qualification required by the Suitability Policy of the Company, i.e. – professional training, experience, sufficiency of knowledge and skills, guaranteed morality and reputation, independence of judgment, no conflict of interests and time commitment. Konstantinos Macheras, Member of the Board of Directors, Independent Non-Executive Member of the Board of Directors Konstantinos Macheras, Chairman of IELKA, was born in Athens, Greece in 1953. Ηe is married and has one daughter. He studied Business Administration at the University of Piraeus and he obtained a degree in MBA from the Roosevelt University of Chicago in U.S.A. (Business Administration & Marketing). He speaks English, Italian and Dutch. He started his professional career in the Retailing area in the USA, as a Purchasing Manager in the Quality Super Market company at Chicago. He had been a dynamic executive for over 14 years in the Mars Inc., since 1982 in Holland- Marketing-Sales-Export Sales- as well as General Manager in Greece and Italy. He had also served as General Manager of Chipita International (1996-97). Konstantinos Macheras was Executive Vice President of Delhaize Group & CEO of Southeastern Europe and Indonesia for 19 years. He was a member of the Board of Directors at EASE (Association of Greek Executive Officers), SEET (Association of Greek Food Enterprises), EEDE (Hellenic Management Association) and since 1999 President of IELKA (Research Institute of Retail Consumer Goods), NED (non-executive directors club) and member of the “Future Leaders Development Program” in Greece. Today he is member of the Board at IOBE (Foundation for Economic and Industrial Research) Lion and Turtle and Future Leaders. In 2005 he was named Officer in the order of King Leopold II by the King of Belgium Albert II. In April 2009 Konstantinos Macheras was nominated “Manager of the Year 2008” by the Hellenic Management Association. In 2009 was also nominated as “Retailer of the year” and in 2010 as the first CEO on CSR issues. In 2010 he was also awarded as the “Retailer of the decade”. In 2016 was nominated as the Leader of the year in Romania and awarded with EXCELLENCE AWARD in Greece. The aforementioned long academic and professional activity of Mr. Macheras justifies his election as member of the BoD while it is determined also for him that his has every necessary qualification required by the Suitability Policy of the Company, i.e. – professional training, experience, sufficiency of knowledge and skills, guaranteed morality and reputation, independence of judgment, no conflict of interests and time commitment. It is also determined that Mr. Macheras is independent, in the meaning of Article 9 of the Law 4706/2020, having no relations of dependency as defined in the same Article. Georgios Taniskidis, Member of the Board of Directors, Independent Non-Executive Member of the Board of Directors 36 Having 30 years of experience in the Banking Sector, Mr. George Taniskidis holds the position of Optima bank’s Chairman, since July 2019. He commenced his career as an associate attorney with the law firm of Rogers & Wells in New York. Upon his return to Greece, he joined Motor Oil Hellas. His banking career commenced in 1990, in Xiosbank, as Head of the Consumer Business Group and Branch Network. Upon Xiosbank’s acquisition (late 1998) by Piraeus Bank, Mr. Taniskidis was named General Manager and served on the Strategic Planning Committee. From 2002 until June 2010, as Chairman and Managing Director of Millennium Bank Greece, Mr. Taniskidis led the Bank from concept to fruition. It has to be stated that Millennium Bank achieved its goals three years earlier than expected. In the same period, he led the acquisition of a banking institution in Turkey which was then renamed to Millennium Bank Turkey. He subsequently served as a Member of its Board of Directors. He later served as the interim Managing Director of Proton Bank during the transition period from late July until October 2011, when he successfully maintained the bank’s liquidity and access to markets during the tumultuous period prior to its split. From 2003 to 2005, he was a Member of the Board of Directors of Visa International Europe. For many years he has served as a Member of the Board of Directors of the Hellenic Banks Association. He currently serves on the Boards of Directors in a variety of major companies in the trading, manufacturing, and shipping sectors (such as Loulis Food Ingredients – listed on ATHEX, EuroDry Ltd – listed on NASDAQ, Euroseas Ltd – listed on NASDAQ). Furthermore, since June 2002 Mr Taniskidis is a very active member of the YPO global leadership community. He has served as a member of the Regional Board of Europe for eight consecutive years and was the Chairman of the Executive Committee of the European Regional Conference held in Athens, Greece in 2016. He played a pivotal role in the acquisition of Marfin Bank Romania (currently VISTA BANK). He also envisaged the opportunity to create a bank without legacies in Greece. He pursued this goal fervently and finally, he acquired Investment Bank of Greece (currently “Optima Bank”). Already in its three years of operation, Optima Bank has an admirable track record and is a benchmark bank in the Greek banking sector. In 2022 Optima bank more than tripled its recurrent results of 2021 and in 2023 will have its Initial Public Offering in the Athens Stock Exchange. Mr. Taniskidis holds a Law degree from the University of Athens Law School, having graduated first in his class, and a Master of Laws (LL.M.) from the University of Pennsylvania Law School. The aforementioned successful career and training justifies Mr. Taniskidis’s election as a member of the Company’s BoD. It is determined also for him that his has every necessary qualification required by the Suitability Policy of the Company, i.e. – professional training, experience, sufficiency of knowledge and skills, guaranteed morality and reputation, independence of judgment, no conflict of interests and time commitment. It is also determined that Mr. Taniskidis is independent, in the meaning of Article 9 of the Law 4706/2020, having no relations of dependency as defined in the same Article. The independent non-executive members of the BoD meet the independence criteria of Article 9 of Law 4706/2020 from the date of their election, i.e. 22.06.2022, when the BoD examined and verified the compliance with the independence requirement of its independent non-executive members. Suitability Policy of the members of the Board Of Directors 37 The aforementioned composition of the BoD is in accordance with the provisions of the Suitability Policy of the Board of Directors, which is prepared according to the provisions of Article 3 of Law 4706/2020 as well as according to the Circular no. 60 “Guidelines on the Suitability Policy of Article 3 of Law 4706/2020”, was approved by the decision of the BoD dated 10/5/2021 and subsequently, by the decision of the Regular General Meeting of the Company’s shareholders dated 01/06/2021. Subsequently, it was amended by decision of the BoD dated 01/06/2022 (following the proposal of the Remuneration and Nomination Committee dated 25/5/2022) and afterwards by the 22/6/2022 decision of the General Meeting of the Company’s Shareholders in order to better adapt to the Hellenic Corporate Governance Code of HCGC (2021) as adopted by the Company. The Suitability Policy aims to ensure qualitative staffing, efficient operation and fulfillment of the BoD’s role based on the overall strategy and the short-term and long-term business goals of the Company, in order to serve corporate interests. The BoD monitors on an ongoing basis the suitability of its members and in cases in which it is deemed necessary and according to the applicable law and the Suitability Policy re-evaluates their suitability and takes action for their preplacement when appropriate. The Company’s Diversity criteria and policy are incorporated into the Suitability Policy The Suitability Policy is available at the Company’s website: (https://www.loulis.com). For completeness purposes, the curriculum vitae of Mr. Gianluca Fabbri, who, as described above, served as a non-executive member of the Board of Directors of the Company from 1/1/2024 until 8/1/2024, until his replacement by Mr. Arnoud van den Berg, is also presented below. Gianluca Fabbri, Member of the Board of Directors, Non-Executive Member of the Board of Directors from1/1/2024 until 8/1/2024 Gianluca Fabbri is an economist and certified internal auditor (CIA certification), with over 20 years of experience in the fast-moving consumer goods (FMCG), agriculture and oil industries. He has an excellent reputation in the financial sector and, in particular, in the establishment, management and advisory support of companies in the context of complex assignments (mergers and acquisitions, restructuring). He enjoys international recognition for his thorough knowledge of the Sarbanes – Oxley Act and compliance requirements in both International Accounting Standards (IFRS) and Generally Accepted Accounting Principles (USGAAP). He has contributed to the improvement of financial performance, increased productivity and strengthened internal control in the companies where he has served as an executive. From 2016 until today, he has been GROUP CFO & Acting Group CEO at the Aldahra Group of the United Arab Emirates, where, among other things, he has handled important land acquisitions in Europe and the USA, the conclusion of the largest agricultural land deal in the EU (2018), the execution of a merger at pan-European level, the application of forecasting methodology, the strategic planning of a 5-year development plan and the application of zero base budgeting and transfer pricing methodologies. Between 2009-2016 he served as CFO at Heinz Africa, Middle East & Turkey, CEO at Heinz Pakistan and President of Heinz Nigeria and Pakistan. His notable achievements include handling – from a financial perspective- the corporate transformation of Heinz Africa, the Middle East and Turkey, the significant improvement of a series of procedures (financial, tax, audit, risk management, etc.), the merger of Kraft - Heinz in Africa and the Middle East and the expansion 38 of business activities in Nigeria, with the development of a new business model with high profits from the first year. The aforementioned long experience and international exposition of Gianluca Fabbri is considered valuable for the goals of the business activity of the Company. Ιt is also evident that his has every necessary qualification required by the Suitability Policy of the Company, i.e. – professional training, experience, sufficiency of knowledge and skills, guaranteed morality and reputation, independence of judgment, no conflict of interests and time commitment. Meetings of the Board of Directors During 2024, the Board of Directors met fourteen (14) times. The following table presents the participations of the members of the BoD in the meetings, either with natural presence or via teleconference that took place during 2024: NAME CAPACITY PARTICIPATION IN MEETINGS COMMENTS Nikolaos Loulis Chairman of the BoD, Executive Member of the BoD 14/14 Elisavet Kapelanou- Alexandri Vice-Chairman of the BoD, Independent, Non-Executive Member of the BoD 14/14 Nikolaos Fotopoulos Chief Executive Officer – Executive member of the BoD 14/14 Spyridon Theodoropoulos Member of the BoD, Non-Executive Member of the BoD 12/14 Gianluca Fabbri Member of the BoD, Non-Executive Member of the BoD 12/14 Konstantinos Macheras Member of the BoD, Independent, Non-Executive Member of the BoD 14/14 (At the meetings 1890/16-01- 2024 and 1897/26-8-2024 participated by delegation to Mr Nikolaos Fotopoulos) Georgios Taniskidis Member of the BoD, Independent, Non-Executive Member of the BoD 14/14 (At the meetings 1890/16-01- 2024 and 1897/26-8-2024 participated by delegation to Mr Nikolaos Fotopoulos) The main issues discussed in the meetings of the BoD during 2024, according to the adopted meeting calendar are the as follows: • Approval of the Financial Statements • Approval of Regulations and Policies • Approval of Remuneration Policy and Remuneration Report 39 • Issues related to subsidiaries • Bond loans • Preparation of succession plan for both BoD Members and Senior Management. • Evaluation of the BoD members Evaluation of the BoD Members and BoD Committees The Board of Directors has established, upon recommendation of the Remuneration and Nomination Committee, which established the evaluation parameters, a procedure for the evaluation of the members in order to ensure the effective operation of the Board of Directors and the fulfillment of its role as the supreme management body of the Company, responsible for the formulation of the strategy, supervision of the Management and sufficient monitoring. The evaluation procedures and implementation frequency aim at early detection of issues that may need improvement, sufficient information and action planning to ensure the effective operation of the BoD. The BoD members are being evaluated annually: (a) collectively, taking into account the composition, diversity and the effective cooperation of the BoD members for the fulfillment of their duties and (b) individually, assessing the contribution of each member to the successful operation of the BoD, taking into account the member’s capacity (executive, non-executive, independent), participation in committees, assigning of special responsibilities / projects, time dedicated, behavior as well as utilization of knowledge and experience. At the same time, an evaluation of the effectiveness of each Board Committee takes place within each financial year, at the initiative of the Chairman of the Board Committee, with regard to its contribution to the support of the Board of Directors and a report of each Committee is prepared. The parameters for the evaluation of the Committees of the Board of Directors are as indicated above, in proportion to the tasks of each Committee. The evaluation process is carried out indicatively in the form of questionnaires and interviews as well as examination of actions as recorded in the minutes of the meetings. Moreover, the contribution and constructive support of the BoD Committees to the BoD is assessed through the evaluation of the effectiveness of the BoD committees i.e. Audit Committee and Nomination & Remuneration Committee. The annual evaluation of the BoD, Audit Committee and Nomination & Remuneration Committee concluded that the members of the BoD, Audit Committee and Nomination & Remuneration Committee meet the aforementioned criteria of individual and collective suitability, have sufficient knowledge and skills, guaranteed morality and reputation, independence of judgment and time commitment. In particular, an annual evaluation of the operation of the BoD and of its Committees as collective bodies has been carried out as well as an evaluation of the individual and collective suitability of the BoD members and of its Committees in accordance with the procedure mentioned above. In this context: • The operation of the BoD and of its Committees, as collective bodies, has been considered satisfactory. 40 • It was determined that the members of the Board of Directors and the Committees meet the criteria of the Company's Suitability Policy, both in terms of individual and collective suitability. • It has been established that the requirements of integrity and good repute, independence of judgement and time commitment are met, taking into account the status and responsibilities of each member and other professional or personal commitments and circumstances. • It was found that each member of the BoD and of its Committees have sufficient knowledge and skills for the execution of their duties required by their role and position • It was determined that all members of the Audit Committee have sufficient knowledge of the sector in which the Company operates, while the majority of the members of the Committee have sufficient knowledge and experience in the audit or accounting sector. • All members of the Nomination & Remuneration Committee have the necessary knowledge and experience in corporate remuneration as well as in selecting candidates for staffing positions of high responsibility and authority. • The collective suitability of the BoD members and of its Committees has been assessed satisfactory. It was found that the BoD members are able to take proper decisions taking into account the business model, the ability to take risks, the strategy and the markets in which the Company operates while the members cover all areas of knowledge required for the Company’s business activities. • The composition of the BoD reflects the knowledge, skills and experience required for the exercising of the Company’s business activity, strategic plan, financial reports, risk identification and risk management. • The Company has an adequate gender representation of 25% of the total number of Board members and generally ensures equal treatment and equal opportunities between genders, both at BoD and Committee level, as well as at senior and senior management level. Moreover, apart from the gender diversity it was found that the Company offers equal hiring and career opportunities and does not perform discriminations or exclusions based on race, color, ethnic or social origin, religion or conviction, financial status, birth, disability, age or sexual orientation. In this context, it was determined that the Diversity Policy of the Company has been implemented satisfactorily. • The Board of Directors, collectively, can understand and manage environmental, social responsibility and governance (ESG) issues within the context of the strategy it formulates. • The attendance and participation of the members in the meetings of the BoD and its Committees has been assessed as satisfactory. Chairman of the BoD (Executive member) The role of the Chairman is to organise and coordinate the work of the Board of Directors. The Chairman is head of the Board of Directors and is responsible for the overall effective and efficient operation and organisation of the BooD meetings. At the same time, he promotes a culture of open-mindedness and constructive dialogue in the conduct of its work, facilitates and promotes the establishment of good and 41 constructive relations between the members of the BoD and the effective contribution to the work of the BoD of all non-executive members, ensuring timely, complete and correct information to its members. The Chairman shall ensure that the Board as a whole has a satisfactory understanding of the views of shareholders. The Chairman of the Board of Directors shall ensure effective communication with shareholders with a view to fair and equitable treatment of their interests and the development of a constructive dialogue in order to understand their views. The Chairman works closely with the Chief Executive Officer and the Corporate Secretary for the preparation of the BoD and the full information of its members. When the President is absent or prevented from attending, the independent non-executive Vice President shall replace him for the above non-executive functions. Vice-Chairman of the BoD (Independent Non-Executive member) The independent non-executive Vice Chairman of the BoD, apart from the responsibilities required by the Law, is responsible for the coordination and effective communication between the executive and non- executive members of the BoD. In this context, he may convene a special meeting of the executive and non- executive members quarterly, in order to be informed about Company's operations and current matters. In addition, the non-executive Vice-Chairman chairs the evaluation of the Chairman of the Board of Directors, which is conducted by the members of the Board of Directors, as well as the meetings of the non-executive members of the Board of Directors for the evaluation of the executive members of the Board of Directors. Finally, the non-executive Vice-Chairman is required to be present and available at the General Meetings of the Company's Shareholders in order to inform and discuss the Company's Corporate Governance issues, when and if they arise. Chief Executive Officer (Executive member) The CEO sets the corporate strategy, corporate identity, and corporate long-term investment plan, monitors and controls the implementation of strategic goals of the Company and the daily management of corporate affairs and draws up guidelines for the Company's executives who report and are supervised and guided by him. He supervises and ensures the smooth, orderly, and efficient operation of the Company, in accordance with the strategic objectives, business plans, policies adopted and the action plan, as determined by decisions of the BoD. He also supervises the corporate communication strategy, represents the Company in contacts and relations with external investors and financial institutions at the highest level and he is responsible for the Company's Departments related to the strategic development as well as the general regulatory and financial issues of the Company. The CEO indicatively develops the annual corporate business plan and the annual budget, which are submitted to the BoD of the Company for approval. The CEO prepares, in collaboration with the Executive Chairman and the BoD, the corporate organizational structure, the corporate strategic goals and objectives and supervises and ensures their full implementation, guides the Company towards the achievement of corporate goals and objectives, informs the BoD about all the essential issues that mainly concern strategic 42 goals, corporate business activity as well as its marketing and promotion, ensures full compliance of corporate operation with the current legal and regulatory framework, assesses the risks and ensures that they are controlled, supervised, addressed and ultimately dealt and minimized, strengthens, advises, inspires and guides management’s executives to demonstrate maximum efficiency, effectiveness and integrity in order to achieve the corporate goals, represents the Company and actively and continuously supports the Executive Chairman, in order for the latter to develop and reach profitable business agreements, which will maximize the economic value of the company. The CEO participates and reports to the BoD of the Company and implements the strategic options and important decisions of the Company. He is also responsible for the Company’s operation, development, and performance. BoD Remuneration – Remuneration Report of the BoD pursuant to Article 112. of Law 4548/2018 At the Regular General Meeting of Shareholders to be held in 2025 for the approval of the 2024 results, the Remuneration Report of the BoD members for the remuneration paid during the financial year 2024 will be submitted in accordance with Article 112 of Law 4548/2018 and the Remuneration Policy of the BoD members of the Company. The Remuneration Policy and Remuneration Report of the year 2023 are posted on the Company’s website according to the Law, at the following links. Remuneration Policy: https://www.loulis.com/politiki-apodochon Remuneration Report 2023: https://www.loulis.com/ekthesi-apodochon The Remuneration Report for 2024, as submitted and approved by the Regular General Meeting of the Company, shall be posted on the above website. List of other professional commitments of the BoD members (including their professional obligations as non-executive members in other companies and non-profit institutions) BoD MEMBER POSITION/CAPACITY LEGAL ENTITY Nikolaos Loulis Chairman of the BoD & CEO LOULIS LOGISTICS SERVICES SA BoD member LOULIS MEL-BULGARIA EAD BoD member Evi’s Goodness S.A. Chairman of the BoD LEP ENERGY COMMUNITΥ COOPERATIVE SOCIETY WITH LIMITED LIABILITY Nikolaos Fotopoulos BoD member KENFOOD SA Vice-Chairman LEP ENERGY COMMUNITΥ COOPERATIVE SOCIETY WITH LIMITED LIABILITY Vice Chairman of the BoD. LOULIS LOGISTICS SERVICES SA BoD member LOULIS MEL-BULGARIA EAD BoD member Evi’s Goodness S.A. 43 Vice Chairman of the BoD. & CEO HEAVENWEST DEVELOPMENT & SERVICES S.A. BoD member LOULIS INTERNATIONAL FOODS ENTERPRISES BULGARIA LTD Georgios Taniskidis Chairman of the BoD OPTIMA BANK SA Chairman of the BoD OPTIMA FACTORS SINGLE MEMBER S.A. Chairman of the BoD CORE CAPITAL PARTNERS S.A Chairman of the BoD IBG CAPITAL S.A. BoD member EUROSEAS Ltd Trust Company Complex BoD member EURODRY Ltd Trust Company Complex Chairman of the BoD OPTIMA ASSET MANAGEMENT MUTUAL FUND MANAGEMENT COMPANY S.A. (since 18/06/2024) Chairman of the BoD OPTIMA LEASING S.A. (since 11/11/2024) Chairman of the BoD IBG INVESTMENTS S.A. Spyridon Theodoropoulos Vice-Chairman. – Executive Member NIKAS, PANAGIOTIS G., SINGLE MEMBER S.A. INDUSTRIAL & COMMERCIAL COMPANY Chairman HELLENIC JUICES S.A. Chairman & CEO ST BAKERY FOODS S.A. Vice Chairman of the BoD WONDERPLANT S.A. Manager EUROGRANT SINGLE MEMBER S.A. BoD member LARISA FACE COVER S.A.. BoD member LAVDAS S.A. Vice-Chairman / Non- executive Member MEVGAL S.A. - DAIRY PRODUCT INDUSTRY Chairman & CEO BESPOKE SGA HOLDINGS S.A. Chairman BESPOKE SGA SERVICES SINGLE MEMBER S.A. CEO BESPOKE REAL ESTATE S.A. BoD member MIDILAN INVSTMENT HOLDINGS LIMITED (Cyprus) BoD member S.A.G. INVSTEST & HOLDINGS LIMITED (Cyprus) BoD member CRYRED INVESTMENTS LIMITED (Cyprus) Vice Chairman ION S.A. COCOA & CHOCOLATE MANUFACTURERS BoD member MIDILAN INDIA CYPRUS LIMITED (Cyprus) BoD member MIDILAN INDIA PRIVATE LIMITED (India) BoD member MIDILAN HOLDINGS LIMITED (Cyprus) Chairman AMVROSIA S.A. BoD member BESPOKE USA, LLC (USA) Chairman and CEO EUROHELLENIC SINGLE MEMBER S.A. BoD member BRITCHIP FOODS LIMITED (India) BoD member OLYMPIC HERMES SA BoD member S. MENTEKIDIS ANONIMI ETERIA Chairman SEB 44 SΕΒ Representative – Not elected member STHEV ASSOCIATION OF THESSALIAN ENTERPRISES & INDUSTRIES Konstantinos Macheras BoD member LION AND TURTLE SA Member Foundation for Economic & Industrial Research (IOBE) Member Future leaders non-profit organization Arnoud van den Berg BoD member Al Dahra Group LLC (United Arab Emirates) BoD member Al Dahra Food Sole Proprietorship LLC (United Arab Emirates) BoD member Al Dahra Food Industries Sole Proprietorship LLC (United Arab Emirates) BoD member Al Dahra Poultry Sole Proprietorship LLC (United Arab Emirates) BoD member Al Dahra Dairy Factory Sole Proprietorship LLC (United Arab Emirates) BoD member Al Dahra Dairy Company LLC (United Arab Emirates) BoD member Al Dahra Organic Fertilizer Factory Sole Proprietorship LLC (United Arab Emirates) BoD member Al Dahra Holding Sole Proprietorship LLC (United Arab Emirates) BoD member Al Dahra International Investments Sole Proprietorship LLC (United Arab Emirates) BoD member Al Dahra Serbia Investments LLC (United Arab Emirates) BoD member Al Dahra India Food Corridor Sole Proprietorship LLC (United Arab Emirates) BoD member Al Dahra Capital Sole Proprietorship LLC (United Arab Emirates) BoD member Al Dahra Global Forage LLC (United Arab Emirates) BoD member Al Dahra Global Treasury Excellence Centre Limited (United Arab Emirates) BoD member Nova Holding Limited (United Arab Emirates) BoD member Al Dahra Trading (Shanghai) Limited (China) BoD member Al Dahra Serbia LLC (Serbia) BoD member Al Dahra Rudnap LLC (Serbia) BoD member Al Dahra Agricultural Company USA Inc. (United States of America) BoD member Al Dahra ACX Inc (United States of America) BoD member Al Dahra Farms USA LLC (United States of America) BoD member ACX Intermodal Inc (United States of America) Corporate Secretary The BoD is supported by a corporate secretary in order to ensure compliance with internal procedures and policies, relevant laws, and regulations and for its effective and efficient operation. The corporate secretary is responsible, in consultation with the Chairman, for ensuring immediate, clear, and complete information of the BoD, inclusion of new members, planning of General Meetings, facilitation of shareholders' communication with the BoD and facilitation of communication of the BoD with senior management. The corporate secretary of the BoD is Mrs. Irini Papakostopoulou, Lawyer at the Supreme Court and member of the Athens Bar Association since 1998. She is the Head of the Legal Department of the company “LOULIS FOOD INGREDIENTS SA” since 1999 with expertise, inter alia, in corporate law and corporate governance. 45 CVs of the Senior Executives of the Company The brief CV’s of the executives are presented below: Nikolaos Fotopoulos, Chief Financial Officer – CEO His CV is listed above in the section «“CVs of BoD members – Suitability Assessment of BoD members – Independence Assessment of Independent non-Executive members of BoD”. Dimitrios Tarnaras, Deputy CEO He was born in Athens in 1990. He holds two degrees in Business Administration from the American College of Greece and the Open British University, as well as two postgraduate degrees in Organizational Psychology from the University of Leicester, England and in Economics from Harvard, USA. He has worked in positions of responsibility in the procurement sectors in multinational companies, while recently he has been working at Loulis Food Ingredients SA, where he has undertaken various roles such as Project Manager, Business Development Manager, Director of International Purchasing and Human Resources and Managing Director of Loulis Mel - Bulgaria EAD. Since February 2021, he has been Deputy CEO of the Group and since 30/12/2022 he has been elected Chairman of the Board of Directors of Kenfood SA. Anastasios Thanos, Purchasing & Logistics Director He has born in Volos in 1988. He holds BSc in Accounting from Larisa ATEI (Business Administrations and Economics Department) and an MSc in Applied Economics from the University of Thessaly (Economic Sciences Department). Since 13/5/2013 he has been working at Loulis Food Ingredients SA, he started by working in the licenses of Invoicing, Routing & Cashier and then he moved to the new Company’s new routing department. In July 2016 he took over the Logistics Department with responsibility for the routing of the company and the warehouses (Attica and Northern Greece) and in 2021 he took over the Management of the Group's Warehouses and Transportation and since the beginning of 2022 he has also taken over the Procurement Department in the new unified Procurement & Logistics Department. Leonidas Kozanitis, Sourpi Plant Manager He has born in Volos in 1965. He graduated from the University of Patras, Chemistry Department and from the Swiss Milling School SMS. He holds a MBA from the Hellenic Management Association. He has participated in educational seminars abroad (INTERNATIONAL SCHOOL FOR BREAD OF LUZERN, BUHLER UZWIL, MUHLENCHEMIE etc.) and in Greece (HMA, TUV, GREEK CHEMISTS ASSOCIATION, IVEOE, UNIVERSITY OF THESSALY etc.). Since 1989 he has been working at “LOULIS FOOD INGREDIENTS SA” (former “LOULIS MILLS SA”) and has participated in the planning and construction of several plants of the Company in Greece and abroad. Andreas Tselos, Quality Manager & Keratsini Plant Manager He was born in Piraeus in 1972. He has been working at “LOULIS FOOD INGREDIENTS SA” (former “LOULIS MILLS SA”) since 1996. He holds a degree of Technical Engineer with expertise in Cereal processing (1990- 1994 Germany - DMSB). Since 1996, he has gained professional experience in the flour-industry at the industrial plants of LOULIS FOOD INGREDIENTS Group in Greece and abroad, having been assigned with the 46 following duties: planning and supervising of Production projects and Quality Control as well as Quality Assurance. Today, he serves as Plant Manager in the Keratsini plant (2000), Quality Assurance Director as well as Technical Director of the projects abroad (2013). Olga Manou, Manager of Corporate Social Responsibility & Communication (retired on 2/12/2024) She has born in Athens in 1962. She graduated from Pierce College in 1980. She worked at “Loulis Mills SA” from October 1980 to April 1990. From 1990 to 1996 she has worked at GRAFI S.A. of which she was a shareholder. The company Grafi SA was the largest bookstore in Volos and she served there as General Management and as publisher of the Thessalia newspaper. Since 1996 she has worked in Loulis Food Ingredients, where she served as Public Relations Manager. Since 2013 she serves as Manager of Corporate Responsibility & Communication and Director of the Loulis Museum. Dionisios Kasotakis, Manager of B2C Sales He was born in Athens in 1981. He studied Economics at the National and Kapodistrian University of Athens, specializing in Finance and International Trade. He holds a Master's degree in International Marketing Management from the University of Surrey in England and an MBA from the Hellenic Open University. He has worked in positions of responsibility in the sales and marketing sectors in multinational and large Greek companies. He has been working at Loulis Food Ingredients SA since 2020 and currently leads the Consumer Products Sales Department of the Company. Evaggelos Telegkas, Manager of B2B Sales He has born in Volos in 1963. He has graduated from Accountning School and has participated in seminars on sales administration, human resources management and public relations. His engagement with the company “LOULIS FOOD INGREDIENTS SA” (former “LOULIS MILLS SA”) started on 1986. For the period 1991 – 1996 he served as General Director of GRAFI S.A., owned by Loulis family. Subsequently, he has served as General Manager of the Karditsa plant (1996 - 1997) and afterwards as General Director of the company “MOARA LOULIS SA» in Bucharest of Romania (1997 – 1999). In 1999, after the absorption of SAINT GEORGE MILLS S.A., he served as assistant of the CEO Mr. Fotopoulos. Since 2001 and onwards he serves as the Manager of B2B Sales for Greece. Angeliki Papageorgiou, HR Manager She was born in Athens in 1976. She holds an MBA in Business Administration from the University of Leicester, England and a degree in Psychology and Human Resource Management from the American College of Greece (Deree College). She also holds a certified Coaching Diploma from the European Mentoring & Coaching Council and the Association for Coaching. She has more than 23 years of experience in positions of responsibility in the business sector, as Director of Human Resources, development and senior management consulting in large Greek and multinational companies in sectors such as Industry, Pharmaceuticals, Commercial companies and Technology and Software Development companies. Since 2024 she works at Loulis Food Ingredients SA as HR Manager. 47 CVs of Senior Managers of Company’s subsidiaries Ioannis Louloudakis, Vice-Chairman of the BoD and CEO of the subsidiary “KENFOOD SA” He was born in Athens in 1982. He is a Graduate of Business Organization and Administration of the Economic University of Athens and a member of the Association of Certified Charter Accountants. He has attended training seminars abroad (Association of Certified Charter Accountants in UK, Cyprus Stock Exchange, etc.) as well as in Greece (HCBA, PWC Academy, etc.) and is a member of the Economic Chamber of Greece. Since 2005 he has been working at Loulis Food Ingredients SA, in three different companies of the Group in two countries. Since 2015 he holds the position of Managing Director of Kenfood ABEE, a subsidiary of Loulis Food Ingredients SA. Kalin Yonov, CEO of the subsidiary “LOULIS MEL- BULGARIA EAD” He was born in Sofia, Bulgaria in 1978. He is a graduate with a full scholarship from the Department of Business Administration and Management of the Athens University of Economics and Business Administration. He also holds an MBA (with distinction) in Strategic Business Administration from the University of Sofia. For the period 2005-2017 he has worked as Financial Manager and afterwards as General Manager, in the Balkan subsidiaries of the Greek-Belgian metals processing group Viohalco SA. For the period 2018-2020 he has been the CEO of Belovo Paper Mill SA, a well-known producer of FMCG hygiene products. He speaks 6 languages fluently and since 2021 he is a lecturer in Management Science at the International MBA of the University of Sofia. Since 01/02/2021 he took over the management of the Bulgarian subsidiary of Loulis Food Ingredients SA. Information regarding the number of shares of the Company owned by BoD members and Senior Management. The following table presents the number of shares of the Company owned by BoD members and Senior Management as at 31/12/2024: NAME CAPACITY NUMBER OF SHARES Nikolaos Loulis Chairman of the BoD, Executive Member of the BoD 8.228.125 Nikolaos Fotopoulos CEO, Executive Member of the BoD 51.603 Dimitrios Tarnaras Deputy CEO 193.695 Dionisios Kasotakis Manager of B2C Sales 17.323 Anastasios Thanos Director of Procurement, Warehousing and Distribution 2.593 Ioannis Louloudakis Vice Chairman of the Board of Directors and Managing Director of the subsidiary company with the name KENFOOD S.A. 2.780 Description of the diversity policy applied regarding the administrative, managing and supervising bodies of the Company 48 The Company provides equal opportunities to all of its employees, at all levels of hierarchy and avoids discriminations of any kind. The same diversity and equality policy is applied for the administrative, managing and supervising bodies in an effort to promote an equal environment, free of discriminations. Management and employees are evaluated on the basis of their professional background, knowledge of the Company’s objectives as well as their leadership skills, experience and performance. Evaluation results are free of any discrimination. The Board of Directors and the Committees of the Company, as well as the senior management of the Company, seek maximum diversity in terms of gender, age and the educational and professional background of the members. The aim is to achieve a plurality of views, skills, knowledge and experience within the Company, which meet the Company's objectives. The adoption and implementation of this policy results in the creation of a working environment free of discrimination and prejudice. The Diversity Criteria of the BoD are included in the Company’s Suitability Policy as well. Committees of the Board of Directors Audit Committee The Audit Committee consists of three (3) independent members and operates according to Article 44 of Law 4449/2017 as amended by Article 74 of Law 4706/2020, Articles 10, 15 and 16 of Law 4706/2020 and 537/2014 EU Regulation, the Hellenic Corporate Governance Code as voluntarily adopted by the Company and the Operating Rules of the Company. The Audit Committee operates aiming at supporting the BoD of the Company for the effective fulfillment of its duties regarding financial information, supervising of the internal control system and the statutory audit of the Company. The main responsibilities of the Audit Committee are, among others, monitoring of the financial reporting process and making recommendations or proposals to ensure its integrity, monitoring of the Company’s internal control systems and risk management effectiveness and monitoring of the statutory audit of the annual and consolidated annual financial statements. The operation principles and duties of the Committee are described in detail on the Company’s website https://www.loulis.com. The Audit Committee of the Company, as appointed by the Regular General Meeting of the Company’s shareholders on 22/06/2022 is a three (3) member independent joint committee in accordance with Article 44 par. 1(a)(ab) L. 4449/2017, consisting of one (1) independent non-executive members of the BoD and two (2) independent third parties non-members of the BoD with a four year term, which is equal to the BoD term, i.e. it ends on 22/06/2026 The members of the Audit Committee are the following: 49 NAME CAPACITY Andreas Koutoupis Chairman of the Audit Committee, Independent third party, Non- Member of the BoD Elisavet Kapelanou – Alexandri Member of the Audit Committee, Independent Non-Executive Member of the BoD Konstantinos Kontochristopoulos Member of the Audit Committee, Non-member of the BoD The Chairman of the Audit Committee, Mr. Andreas Koutoupis, meets the independence requirements of Αrticle 9 of the Law 4706/2020 and has sufficient knowledge of the Company’s activity, having already been member of the BoD of the Company from June 2017 until June 22, 2022, having proven sufficient knowledge in accounting and auditing (international standards). The detailed CV of Mr. Koutoupis is posted on the Company’s website https://www.loulis.com, and is as follows: Dr. Andreas C. Koutoupis is a Chartered and Certified Internal Auditor, founder and President of KnR Governance, Risk, Compliance and Internal Audit Services, specializing in Internal Audit Services and Business Executive Training. He served as Director - Head of Corporate Governance, Compliance, Business Risk Management and Internal Audit Services (Director) of Mazars, Greece for more than 10 years. He also served as Senior Manager in the Internal Audit Services of PricewaterhouseCoopers Greece for over 10 years. In 2005, he received the Michael J. Barett award by the International Institute of Internal Auditors and by the Italian Institute of Internal Auditors in 2006 for his PhD in Corporate Governance and Internal Audit, and has received numerous scholarships and awards for his academic and professional activity. The member of the Committee Mrs. Elisavet Kapelanou – Alexandri meets the independence requirements of Article 9 of the Law 4706/2020 and has sufficient knowledge in the Company’s field of operations. Specifically, Ms. Kapelanou-Alexandri has extensive experience in the fields of production and distribution of consumer products, goods and services. For more than 35 years, she has been dealing with Commercial, Labour and Tax Law, having served for many years as legal advisor to many (listed and unlisted) companies, successfully managing issues from a number of different sectors. In addition, she has long worked with the Internal Audit of the companies she was legal advisor to. The detailed CV of Mrs. Elisavet Kapelanou – Alexandri is set out above, among the CVs of the other BoD members and has been posted on the Company’s website https://www.loulis.com. The member of the Audit Committee, Mr. Konstantinos Kontochristopoulos, meets the independence requirements of Article 9 of Law 4706/2020, has sufficient knowledge of the Company’s operations, having already been member of the Audit Committee since July 2019, and has sufficient knowledge in accounting and auditing. The detailed CV of Mr. Kontochristopoulos has been posted on the Company’s website and is as follows https://www.loulis.com. Konstantinos Kontochristopoulos is an Economist born in 1977 in Athens. After completing his studies in Finance and Accounting at the American College of Greece, he finished his postgraduate studies in Finance 50 and Investments at the Brunel University in London, while he also holds an Executive MBA from the University of Kent. He has served from 2004 to 2010 as Deputy General Manager at Loulis Food Ingredients SA in Greece and Bulgaria, Financial Director at SCHUR FLEXIBLES ABR S.A, member of the Austrian SCHUR FLEXIBLES GROUP, Financial Director at DUNAPACK VIOKYT PACKAGING SA, member of the Austrian PRINZHORN GROUP, BoD member of the Association of Industries of Thessaly and Central Greece. He now serves as Group Controller of the Austrian SCHUR FLEXIBLES GROUP which owns 24 factories in 11 European countries. During 2024 the Audit Committee addressed, inter alia, the following issues: updating the Audit Committee on the Internal Auditor's audits (March 2024/first quarter audit, July 2024/second quarter audit, October 2024/third quarter audit, November 2024/fourth quarter audit), approving the annual programme of the Internal Auditor (December 2024), regular updates from the Auditor on the Company's audit and financial statements (February and March 2024, April 2024, September 2024 and November 2024), recommendation to the Board of Directors for the approval of the Annual Financial Statements 2023 (April 2024) and the Interim Financial Statements 2024 (September 2024). The Audit Committee met eleven (11) times during the fiscal year 2024 with all members present (i.e. 100% participation rate). The Audit Committee reviewed its performance in the course of its work and found that maximum efficiency in its operation was ensured, as it fully met its responsibilities and implemented the tasks assigned to it in a timely and adequate manner. During 2024, as part of its overall annual evaluation, the Board of Directors reviewed and determined that the independence requirements for all members of the Audit Committee were met. Report of the Audit Committee 2024 1. Introduction The purpose of this report is to provide information to the General Meeting of Shareholders and all the interested parties on the actions of the Audit Committee during the period 01/01/2024 - 31/12/2024. 2. Purpose The main purpose of the Audit Committee is to assist by providing support to the Board of Directors and assurance to shareholders by creating the conditions for an effective Corporate Governance system, which includes an efficient internal control system with the operation of the internal audit unit, risk management and compliance unit. The Committee in particular: a) provides information to the Board of Directors of the audited entity on the results of the statutory audit, b) monitors the financial reporting process, c) monitors the internal control system effectiveness, d) monitors the statutory audit of the annual and consolidated financial statements, e) supervises and monitors the independence of certified public accountants or auditing firms, f) is responsible for the selection process of the certified public accountants or auditing firms. 51 The responsibilities and duties of the Audit Committee are defined in paragraph 3 of Article 44 of Law 4449/2017 as well as by the decisions of the Capital Market Commission and are thoroughly described on the Rules of Procedure of the Audit Committee, which is available on the Company’s website. 3. Composition and Term of Office The Company's Audit Committee is an independent committee, which consists of a non-executive member of the Board of Directors and third party members. Specifically, the chairman of the Audit Committee is Mr. Andreas Koutoupis, an independent member, non- member of the Board of Directors . The other two members of the Audit Committee are Mrs. Elisavet Kapelanou-Alexandri, independent non-executive vice-chairwoman of the Board of Directors and Mr. Konstantinos Kontochristopoulos, an independent third party member, non-member of the Board of Directors. The Audit Committee met 12 times during 2024 and during the meetings of the Committee all its members were present, while all decisions were taken unanimously. Minutes were kept for each meeting, which were signed by all members of the Audit Committee. We note that, in addition to the meetings, the members of the Audit Committee are in regular contact with each other, with the Company's statutory auditor, with the Company's internal auditor and with management in general, in the context of the performance of their duties in accordance with the Regulation (EU) 537/2014, Article 44 of Law 4449/2017, Decision 1302/2017 of the Capital Market Commission and the current legislation in general. 4. Audit Committee Meetings During its meetings, the Audit Committee briefly addressed the following issues: 4.1 External audit • Reviewed and examined the statutory audit of the annual financial statements of the Company and the Group for the year 2023 and the review of the first half of 2024, as well as the content of the statutory auditor’s reports, while meeting with the statutory auditor before the beginning of the auditing procedures in order to be informed and examine the audit plan of the external auditors. They also met after the audit completion and before the publication of the financial statements and consolidated statements of the Company and the Group in order to discuss any findings. • Examined the audit planning, schedule, audit approach, audit scope, materiality determination method, significant audit matters, key audit matters and risks that could have an impact on the financial reporting process and informed the Company's Board of Directors about the result of the statutory audit. • Confirmed the independence of the auditor. The audit firm has declared in writing its independence, as well as the independence of its staff involved in the statutory audit. • Confirmed that the conditions for a change of auditor for the regular audit of the financial year were met and recommended the appointment of the auditing firm Grant Thorton 52 • Reviewed the total fees of the external auditors for the audit performed and confirmed that the provisions of European Regulation 537/2014 were met. No non-audit work was performed by the firm of statutory auditors. 4.2 Financial Information • Reviewed and evaluated the financial reporting process followed by the Company in the preparation of the annual and interim financial statements and informed the Board of Directors on the following. • Reviewed the published information regarding the Company's main risks and uncertainties in relation to financial information. • Held meetings with the financial managers of Group’s companies, the internal audit manager, the IT manager and other executives of the Company and was informed about important issues, such as the work plan of the IT department, the pending legal cases of the Group and related provisions. • Provided the Board of Directors with an opinion on the interim and annual financial statements based on the results of the external auditors' audit work, the internal auditor and the above-mentioned meetings. 4.3 Internal Control System • Reviewed and approved the annual audit plan of the Internal Audit Unit, which was prepared based on the main risks faced by the Group’s companies. • Worked with the Internal Auditor and monitored the implementation of the annual audit plan, through the quarterly reports of the Internal Audit department. • Reviewed and assessed the work of the Internal Audit Unit in terms of adequacy and effectiveness, was informed on all audits carried out within the reporting period, their findings, corrective actions agreed with Senior Management and, accordingly, provided information to the Board of Directors on this subject, while monitoring the implementation of the corrective actions of the internal audit findings. • Evaluated methods used by the Company for the identification and monitoring of its key risks.. • Monitored the Company’s compliance process with the requirements of the Corporate Governance Law 4706/2020 through the work of the Internal Audit Unit as well as through meetings with the Group’s relevant executives and the executives involved in this specific project. • Monitored compliance with applicable laws and regulations, including internal corporate policies. • Reviewed and assessed the internal control system evaluation process, followed by the Company and informed the BoD on the relevant findings. 4.4 Rules of Procedure The Company’s Rules of Procedure were updated in 2023. The Audit Committee examined the Rules of Procedure and, taking into account any regulatory developments and according to the minutes 106/23.12.2024, decided that the Company’s Rules of Procedure does not need to be updated. It is noted that a summary of the Rules is available on the Company’s website. 53 4.5 Sustainable Development Policy Underlining its sincere commitment to the principles of Corporate Responsibility and Sustainable Development, the Company has adopted a Sustainable Development Policy. The policy covers the Company's and Group's entire operations and is binding on the Company and all its subsidiaries. The Company, through its Sustainable Development Policy, seeks to create value over time for those involved with the Company, namely the shareholders, the members of the Board of Directors, the Managers, other employees, customers, suppliers, banks, the public sector, society and other social groups that interact with the Company. Therefore the Company places particular emphasis on the training and development of human resources, health and safety at work, as well as on the protection of the environment, following the principles of sustainable operation and development. The Sustainability Policy of the Company reflects the approach and commitment of the Management to the issues of sustainable development and responsible operation. Responsible operation means an ongoing commitment to substantive actions aimed at creating value for all parties involved with the company that meet society's contemporary needs and contribute to its overall prosperity. The Company has a specific strategy, which focuses on the important issues related to its activity and seeks its continuous responsible development, focusing on the critical pillars of ESG business responsibility, namely, Environment, Society, Governance. Sustainability Policy is an integral part of the Company's business practice model and culture. In the context of the implementation of Sustainability Policy, the Company develops activities, among others, in the following areas: a) Health and safety of employees and products. The protection of the health and safety of the Company's employees is a non-negotiable priority and a primary concern of the Company. In the context of implementing this priority, the Company has adopted every international best practice that contributes to the strengthening and improvement of the safety culture and to the achievement of the "zero accidents" objective, while organizing training programs, both for raising awareness of the risks in the production process and for cultivating common safety awareness and conduct among employees. Regarding the Company’s products, it has applied the following policies, to ensure employee and product health and safety in the context of Product Superiority Strategy: • Quality Policy • Food Safety Management Policy In this area, training was provided on the safety of employees and facilities, while upgrades were made to ensure products safety. b) Employee training and development The Company acknowledges the decisive contribution of its staff in its successful business journey to date. The broad experience, high specialization, expertise and creativity of the staff support the Company's course for a stable, dynamic and continuous growth. The Company focuses on the objective evaluation of its personnel, talent development and continuous training, by designing and implementing high added value 54 training programs based on a structured methodology, targeted topics and educational material that meet specific needs and cover a wide range of knowledge fields. The Company encourages professional development and makes maximum use of the staff's knowledge and skills, whereas the tendency to fill vacancies with internal movements is part of the company culture. In 2024, training programmes were implemented, giving participants the opportunity to take part and reap the benefits of learning provided by highly qualified trainers. In an effort to accept and embrace diversity, the Company has maintained the cross-functional team to foster a culture of diversity and inclusion supporting the long-term effort towards a more equitable company, which provides equal opportunities to everyone without discriminations. The Company organised 15 seminars attended by 175 colleagues from across the organisation. Equality and equal treatment of all employees is a non-negotiable priority. c) Social Responsibility The Company is committed to ensuring the sustainability of the local community and for this reason maintains a two-way, ongoing cooperation with the local community. The Company relies on the local community in which it operates for a significant part of its human resource and supplier needs. A significant part of the Company’s employees arises from the local communities, thus contributing to the local and national economy. Regarding the Company's social contribution initiatives, reference is made to the support of vulnerable groups, as the Company provided support to 220 non-governmental organizations by donating over 100 tons of flour, of which 22 were for children with special needs. The Company organised two voluntary blood donations at its premises, continued to provide donations to charitable institutions, supported 46 bakery schools by donating more than 15 tonnes of flour for their educational needs, supported the "Alliance for Food Waste Reduction" by providing 5.288 portions of food in cooperation with the non-profit organization "Boroume" Other initiatives that promote common values for progress, development and social contribution, include the enrichment of the new educational programmes at the Loulis Museum. d ) En vironmental Protection Environmental protection is a primary element of the Company’s Sustainable Development Policy and represents a crucial pillar for its business strategy which is continuously adjusted to the constantly changing international business environment. Environmental awareness is expressed through the adoption of an Environmental Management Policy for the environmental protection of its operations and through targeted investments for the protection of the environment and through systematic and daily practices, which combine responsible environmental management with the effort for continuous reduction of the environmental footprint. In the context of environmental protection, the Company applies the applicable legislation and the environmental management is carried out through the Environmental Management System certified with ISO 14001:2015. In particular the Company proceeded in: • Designing preventive measures to address potential problems and emergencies arising from the company’s operations. 55 • Setting measurable objectives and corresponding programs for the ongoing improvement of the Company’s environmental performance. • Regularly communicating with all the parties involved - staff, suppliers, business-partners, local community, companies with identical or similar operation- regarding environmental issues that affect all aspects of the Company’s operations in order to assess all the relevant environmental data and raise awareness regarding environmental management matters. The Company also: • Implements targeted environmental management programmes (e.g. energy saving programmes, actions and initiatives to reduce emissions, fleet replacement to electric vehicles, etc.). • Aims to optimize the use of raw materials and natural resources (e.g., rainwater) and implements a recycling program for metals, equipment, electrical and electronic appliances, paper, and plastic packaging through certified collectors. • Implements an integrated waste management system and achieves 100% recycling through certified waste management operators. • Monitors technological developments and regularly upgrades infrastructure of environmental interest through: o Applying annual noise and dust measurements, conducted by a certified company. o Conducting emergency drills, fire protection, decontamination. o Continuously renewing and planting trees around the production units. o Achieving significant reduction of water consumption within the last 40 years during the production process.. o Carrying-out desensitization of organic cereals and flour in conditions of controlled atmosphere without the use of chemicals. • Ensures the continuous training and raises employees’ awareness on environmental issues. In 2024, the installation of a power plant was completed in Thebes, Boeotia, where Kenfood's factory is powered by 100% green energy. Photovoltaics is a technology for generating electricity from the sun, and is the best way to save energy and reduce our environmental footprint. Recognizing the importance of maintaining high environmental standards, all plants outside Bulgaria have ISO 14064:2015 certification in order to achieve high environmental performance and comply strictly with National and European Environmental legislation. This standard serves as a guideline for emission measurement, monitoring and reporting processes. e) Corporate Governance The Company, recognizing the importance of corporate governance principles and the advantages deriving from their adoption, follows international best practices and international standards that apply in its areas of operation, to maximize the benefit for its shareholders and in general create value for stakeholders As a listed company on the Athens Stock Exchange, the Company applies the current legislation on corporate governance. In order to enhance corporate transparency and control mechanisms, effective management and optimal operational performance, the Company implements Internal Operating Regulations and has 56 adopted the Hellenic Corporate Governance Code issued by the Hellenic Corporate Governance Council (HCGC), dated June 2021. Additionally, the Company's Code of Conduct for the Company and its suppliers, the Policy and Procedures for the Prevention, Detection and Mitigation of Conflicts of Interest, the Whistleblowing Policy, the Anti- Corruption and Anti-Bribery Policy and the Shareholder Communication Mechanism Policy and Procedure reflect the Company's commitment and position on transparency issues, anti-corruption and anti-bribery issues and conflict of interest issues. In 2024, the sustainable development reporting process was completed and the communication process with the Company's shareholders was updated. In addition, a new communication calendar with shareholders and investors was created to better capture and record communications. In the context of transparency and accountability, the Company has published timely and accurate financial data, as well as other information that is important to investors and other stakeholders. Regarding the Board of Directors, Mr. Arnoud van den Berg was elected to replace the resigned non-executive director Mr. Gianluca Fabbri, who was deemed to meet the criteria of individual and collective suitability, in accordance with the current Company's Suitability Policy. Mr Arnoud van den Berg is a highly reputed individual, possessing adequate knowledge and qualifications, skills and experience, an outstanding professional record, independence of judgement, integrity of character and good repute. In terms of risk management, the Company has identified, assessed and managed the risks faced by the Company. It is noted that in order to achieve the above mentioned objectives of the Sustainable Development Policy, the Company has established and operates the following Directorates - Departments and roles, which are fully staffed with sufficient and competent personnel: • Corporate Responsibility and Communication Directorate. • Directorate of Human Resources. • Quality Directorate. • Internal Audit Department. • Risk Management Role. • Regulatory Compliance Role. 10/03/2025 The Audit Committee of the Company Remuneration & Nomination Committee The Remuneration & Nomination Committee assists the Board of Directors in relation to the nomination of candidates for the Board of Directors and the remuneration of the members of the Board of Directors and the Company's executives. The Committee is appointed by the BoD and consists of at least three (3) non- executive BoD members, of which at least two (2) must be independent non-executive. The independent non-executive members of the BoD are always the majority of the Committee’s members. 57 The Remuneration & Nomination Committee of the Company was appointed on 22/6/2022 by the BoD of the Company and consists of the following members: NAME CAPACITY Elisavet Kapelanou – Alexandri Chairman of the Committee, Independent Non-Executive member of the BoD Konstantinos Macheras Member of the Committee, Independent Non-Executive member of the BoD Georgios Taniskidis Member of the Committee, Independent Non-Executive member of the BoD The term of office of the Committee is the same as that of the Board of Directors, i.e. until 22/6/2026. The Remuneration & Nomination Committee convened (5) times during 2024 and all the members were present (i.e. 100% participation rate). In particular, the Remuneration & Nomination Committee met on 5/1/2024 with the following items on the agenda: approval of its meeting schedule, recommendation to the Board of Directors regarding the election of Mr. Arnoud van den Berg as a non-executive member of the Board of Directors to replace Mr. Gianluca Fabbri, recommendation to the Board of Directors of the Company to grant the executive members of the Board of Directors remuneration, which consists of participation in the profit of the year, in accordance with the current Remuneration Policy of the Company, and the commissioning of market research on executive remuneration in the Greek market to an external partner. Subsequently, it met on 18/3/2024 with the following agenda items: evaluation of the members of the Remuneration and Nomination Committee for the year 2023, annual evaluation of the members of the Board of Directors, the Chairman of the Board of Directors and the CEO and evaluation of the remuneration of the Company's executives, using as supporting material the market research provided by the external partner. On 20/5/2024 it met with the following agenda item: submission to the Board of Directors of the Remuneration Report for the year from 1/1/2023 to 31/12/2023 (Article 112 of Law 4548 /2018) and on 8/7/2024 the agenda items were: the proposal to the Board of Directors on the succession plan for the members of the Board of Directors and the Committees, as well as for the senior executives of the Company and the CEO and the proposal to the Board of Directors on the non-payment of remuneration to the non-executive members of the Board of Directors for their participation in the Board of Directors. Finally, on 6/12/2024 it met with the following agenda items: submission of an opinion to the Board of Directors regarding the payment of extraordinary remuneration (bonus) to the Directors and other Executives of the Company's Management for the financial year from 1/1/2024 to 31/12/2024 and the training program for the BoD members, executives, internal auditor, risk management and compliance officers and information systems officers. The Remuneration & Nomination Committee operates according to its Operating Regulations which is posted on the Company's website https://www.loulis.com. The Remuneration and Nomination Committee has reviewed its performance in the course of its work and has found that maximum efficiency in its operation is ensured, as it has fully performed its duties and implemented the tasks entrusted to it in a timely and adequate manner. 58 Sustainable Development Policy of the Company Company’s Vision Creating value for human nutrition. The Mission Production and distribution of high quality, innovative and competitive raw materials as well as providing high-level services in the food market. With respect to its three centuries of tradition, the Company is committed to innovation and growth, demonstrating environmental and social responsibility and creating value for its customers, employees, shareholders and society. The Company aims to become the leading player in its field in Southeastern Europe, while enhancing its export orientation and upholding strong environmental and social responsibility. Financial Improvement & Corporate Governance All companies should voluntarily integrate social and environmental practices into their business operations and stakeholder relationships, recognizing that responsible conduct is key to sustainability and long-term success. Loulis Food Ingredients applies a specific corporate responsibility and sustainable development strategy. The Company recognises and manages the impacts arising from its operation: • On the economy (market) • On people • On the environment • On society and seeks to reduce the negative and increase the positive impacts. The Company aims at achieving valid financial results, following the applicable legal framework for corporate governance. It evaluates the opportunities and manages operational risks ensuring its continuous and smooth operation. Moreover, the Company complies with all relevant laws aiming at performing its activities with total transparency and integrity, recognizing its share of moral and regulatory obligations. The priority of Loulis Food Ingredients SA is to achieve its strategic objectives, which include proper competitiveness and corporate performance, exclusively through lawful conduct. On the basis of the above, the Company does not encourage or tolerate illegal or unethical business operations. The Company prepares the sustainability report which includes and follows the international standards of Sustainable Development. 59 Relations with third parties Loulis Food Ingredients SA adopted a customer-oriented approach of customer service seeking optimal customer satisfaction, while investing in research and development offering a wide range of high quality products. Moreover, the Company targets at creating added value for its customers not only through providing them with high quality products but also through supporting them with excellent and personalized services. Thus the Company reinforces its position in the continuously growing business environment. In addition, the Company requires the commitment of its suppliers and associates regarding proper and responsible business conduct. Human Resources The Company's primary objective is the protection of human rights and the provision of a healthy and safe working environment. The Company respects and supports internationally recognized human rights, establishing policies of fair remuneration, meritocracy and equal opportunities, without any discrimination for all its human resources, while at the same time ensuring the staff and BoD members' development in accordance with the Company's Training Policy. The Company does not tolerate any kind of discrimination based on sex, religion, age, ethnicity, social background, disability, beliefs, sexual orientation or political views. These principles apply to the recruitment of new employees, to employees with contract and to the promotion of the Company's employees. The only factors influencing employment-related decisions are performance, experience, personality, effectiveness, skills, qualifications and ethics. The Company and its subsidiaries are against any kind of forced labor. The Company’s total operations performed must be voluntary and defined by the applicable legislation. The Company constantly ensures health and safety at all levels of its operations, including staff, partners, customers and visitors. It strictly complies with all applicable legislation and fully implements all appropriate health and safety standards, guidelines and procedures. Environment Environmental management is part of the Company's priorities. The Company aims to minimize its environmental footprint to the maximum extent possible by adopting good environmental practices, applying the precautionary principle and implementing systematic actions. The operation of the Company and its subsidiaries ensure the optimal management of natural resources, the promotion of an ecological culture among its personnel, compliance with the applicable national and EU environmental legislation, as well as with the specific environmental conditions of each unit's operation. The Company operates with full transparency and engages in an open dialogue on environmental issues with all stakeholders. 60 Local Community The Company actively engages with and addresses social responsibility issues that affect the local community. It plans and implements initiatives aimed at addressing social issues, including labor, education, welfare, and cultural challenges. At the same time, it encourages its employees and business partners to engage in voluntary actions and take initiatives for the sustainable development of the local community. The sustainable development business model prioritizes people over economic profit, making the role of Company’s management more challenging. Striking the 'golden mean' between achieving financial goals and adhering to ESG principles and standards is no easy task. Loulis Food Ingredients SA gradually and continuously integrates Environmental, Social, and Corporate Governance (ESG) criteria and objectives into its investment strategy across all operations. In the medium to long term, this process will enhance the investment impact on the environment and society, while promoting the adoption of best practices in corporate governance. At the same time, the Company aspires to contribute to the reduction of investment risks and the enhancement of investment returns by implementing ESG's best practices. a) Health and safety of employees and products. The protection of the health and safety of the Company's employees is a non-negotiable priority and a primary concern of the Company. In the context of implementing this priority, the Company has adopted every international best practice that contributes to the strengthening and improvement of the safety culture and to the achievement of the "zero accidents" objective, while organizing training programs, both for raising awareness of the risks in the production process and for cultivating common safety awareness and conduct among employees. Regarding the Company’s products, it has applied the following policies, to ensure employee and product health and safety in the context of Product Superiority Strategy: • Quality Policy • Quality and Food Safety Policy b) Employees training and development The Company acknowledges the decisive contribution of its staff in its successful business journey to date. The broad experience, high specialization, expertise and creativity of the staff support the Company's course for a stable, dynamic and continuous growth. The Company focuses on the objective evaluation of its personnel, talent development and continuous training, by designing and implementing high added value training programs based on a structured methodology, targeted topics and educational material that meet specific needs and cover a wide range of knowledge fields. The Company encourages professional development and makes maximum use of the staff's knowledge and skills. whereas the tendency to fill vacancies with internal movements is part of the company culture. In 2024, training programmes were implemented, giving participants the opportunity to take part and reap the benefits of learning provided by 61 highly qualified trainers. Some of these programmes were implemented on a recurrent basis. c) Social Responsibility The Company is committed to ensuring the sustainability of the local community and for this reason maintains a two-way, ongoing cooperation with the local community. The Company relies on the local community in which it operates for a significant part of its human resource and supplier needs. A significant part of the Company’s employees comes from the local communities, thus contributing to the local and national economy. Regarding the company's social contribution initiatives, reference is made to the support of vulnerable groups, as the Company provided support to 220 non-governmental organizations by donating over 100 tons of flour, of which 22 were for children with special needs. The Company organised two voluntary blood donations at its premises, continued to provide donations to charitable institutions, supported 46 bakery schools by donating more than 15 tonnes of flour for their educational needs, supported the "Alliance for Food Waste Reduction" by providing 5.288 portions of food in cooperation with the non-profit organization "Boroume" Other initiatives that promote common values for progress, development and social contribution, include the enrichment of the new educational programmes at the Loulis Museum. d) Environmental Protection Environmental protection is a primary element of the Company’s Sustainable Development Policy and represents a crucial pillar for its business strategy which is continuously adjusted to the constantly changing international business environment. Environmental awareness is expressed through the adoption of an Environmental Management Policy for the environmental protection of its operations and through targeted investments for the protection of the environment and through systematic and daily practices, which combine responsible environmental management with the effort for continuous reduction of the environmental footprint. In the context of environmental protection, the Company applies the applicable legislation and the environmental management is carried out through the Environmental Management System certified with ISO 14001:2015. It also received ISO 14064 certification in compliance with the Climate Law, by submitting its carbon footprint. In particular the Company proceeded in: • Designing preventive measures to address potential problems and emergencies arising from the company’s operations. • Setting measurable objectives and corresponding programs for the ongoing improvement of the Company’s environmental performance. • Regular communication with all the parties involved - staff, suppliers, business-partners, local community, companies with identical or similar operation- regarding environmental issues that affect all aspects of the Company’s activity in order to assess all the relevant environmental data and raise awareness regarding environmental management matters. The Company also: 62 • Implements targeted environmental management programmes (e.g. energy saving programmes, actions and initiatives to reduce emissions, fleet replacement to electric vehicles, etc.). • Aims to optimize the use of raw materials and natural resources (e.g., rainwater etc.) and implements a recycling program for metals, equipment, electrical and electronic appliances, paper, and plastic packaging through certified collectors. • Implements an integrated waste management system and achieves 100% recycling through certified waste management operators. • Monitors technological developments and regularly upgrades infrastructure of environmental interest through: o Applying annual noise and dust measurements, conducted by a certified company. o Conducting emergency drills, fire protection, decontamination. o Continuously renewing and planting trees around the production units. o Achieving significant reduction of water consumption within the last 40 years during the production process. o Carrying-out desensitization of organic cereals and flour in conditions of controlled atmosphere without the use of chemicals. • Ensures the continuous training and raises employees’ awareness on environmental issues. Standards used by the Company for the disclosure of non-financial information The Company aims to inform its stakeholders through the publication of the Sustainability Report (eight consecutive years) on the quantitative and qualitative data regarding the Company's performance in achieving the targets set in relation to Environmental, Social and Governance issues. Data has been prepared in accordance with the GRI criteria and the highlighting and coverage of ESG criteria (Environmental, Social and Governance criteria), in accordance with the ATHEX ESG Reporting Guide, as well as taking into account the European Sustainability Reporting Standards (ESRS) in conducting the double materiality assessment. ESG criteria consist of a set of indicators that measure the Company's performance and adjust its behaviour so that it complies with the criteria. ESG indicators are used and assessed by future investors, wishing to focus on responsible investments In addition, in order to determine the content of the Report, the Company conducted an assessment and verification in accordance with the requirements of GRI STANDARDS 2021. (“the Report is in accordance with the GRI Standards”) while the requirements of the Food Processing Sector Supplement have also been utilized. Finally, the seven fundamental Social Responsibility Principles of the international standard ISO 26000:2010 have also been taken into account. In order to clearly define its boundaries and impacts on sustainable development, the Company considered the Sustainable Development Goals – SDGs, assessing the impact of its key issues on each of the 17 goals. The Company seeks to foster and strengthen dialogue with all stakeholders to enhance its strategy for developing a sustainable and responsible business environment, thereby making a greater contribution to the economy, society, and the environment. 63 Aiming at transparency and enhancement of data reliability, the Company has assigned the external assurance of the Sustainability Report to an independent sustainability reporting assurance company. The Company based on the GRI standards and Sustainable Development Goals – SDGs of the UN is committed to pinpoint opportunities that could improve its strategy and operating performance decision-making, reducing the risks related to climate change and economic growth. Decision-making process regarding transactions with related parties The related party transaction process aims to describe the manner in which related party transactions must be approved according to the applicable legislative framework. It also describes the manner in which transactions with related parties must be carried out by the Company's employees prior to signing/approving a transaction with a related party. Each affiliated company follows the rules regarding transparency, independent financial management, its transactions accuracy and correctness according to Law. Transactions between the Company and its affiliated companies are conducted at prices or terms that are consistent with those that would be agreed upon in transactions with unrelated parties, reflecting prevailing market conditions at the time. Specifically, the price or terms align with those agreed upon by the Company in transactions with third parties, in compliance with applicable legislation. In the context of the application of International Accounting Standards and International Financial Reporting Standards and specifically in accordance with IAS 24 "Related Party Disclosures", the Company is required to disclose, mainly through periodic financial statements, the transactions between related parties. According to the provisions of the standard, related parties, apart from the companies (subsidiaries and associates) participating in the Company's Group, are the members of the Board of Directors, the Directors, their closest family members, as well as third companies in which the above parties hold a significant interest (>20%) and which, through the nature of their transactions, exercise significant influence on the decisions and strategic or financial activities of the Company. The information on the above transactions between related parties is included in the report accompanying the Company's financial statements, under the responsibility of the Finance Department, so that the shareholders can be informed. In the above context, in 2024, the Company entered into the following transactions with related parties, which are also mentioned in Chapter H of the Annual Management Report of the Board of Directors. Η. Transactions with related parties The cumulative amounts of sales and purchases since the beginning of the financial year and the balances of the Group's and the Company's receivables and liabilities at the end of the current financial year, arising from transactions with its related parties within the meaning of IAS 24, are as follows: Transactions with related parties 64 Group 2024 2023 Sales of Goods and Services Purchases of Goods and Services Sales of Goods and Services Purchases of Goods and Services Affiliated Companies 126.158 0 376.158 0 Executives and Members of the Management 0 0 0 0 Total: 126.158 0 376.158 0 31.12.2024 31.12.2023 Receivables Liabilities Receivables Liabilities Affiliated Companies 0 0 125.000 0 Shareholders with a significant % shareholding (> 20%) 0 0 0 0 Executives and Members of the Management 618.151 154.689 505.935 1.965 Total: 618.151 154.689 630.935 1.965 Company 2024 2023 Sales of Goods and Services Purchases of Goods and Services Sales of Goods and Services Purchases of Goods and Services Kenfood SA 1.136.025 2.859.249 832.168 2.787.115 Loulis Logistics Services SA 480 0 480 0 Loulis International Foods Enterprises Bulgaria Ltd 0 0 0 0 Loulis Mel-Bulgaria EAD 159.358 1.261.360 239.907 2.819.205 LEP ENERGY COMMUNITΥ COOPERATIVE SOCIETY Ltd 1.200 0 1.200 0 Affiliated Companies 1.158 0 1.158 0 Executives and Members of the Management 0 0 0 0 Total: 1.298.221 4.120.609 1.074.913 5.606.320 31.12.2024 31.12.2023 Receivables Liabilities Receivables Liabilities Kenfood SA 13.955 1.113.659 144.095 570.571 Loulis Logistics Services SA 0 0 0 0 Loulis International Foods Enterprises Bulgaria Ltd 0 0 0 0 Loulis Mel-Bulgaria EAD 32.305 0 0 0 LEP ENERGY COMMUNITΥ COOPERATIVE SOCIETY Ltd 0 0 0 0 Affiliated Companies 0 0 0 0 Shareholders with a significant % shareholding (> 20%) 0 0 0 0 Executives and Members of the Management 7 1.574 0 266 Total: 46.267 1.115.233 144.095 570.837 Remuneration of Directors and members of the Management Group Company 2024 2023 2024 2023 Salaries and other benefits 1.754.015 1.405.640 1.226.684 983.130 Total: 1.754.015 1.405.640 1.226.684 983.130 There are no other significant transactions with related parties for the year 2024. 65 I. Subsequent events The most significant events subsequent to December 31, 2024 and until the date of the preparation of the Financial Statements are as follows: Sale of property in Kalochori, Thessaloniki On February 19, 2025, the Company sold a warehouse, which includes a land of total area of 2,000 sq.m. and a building of total area of 471.94 sq.m., in the settlement of Kalochori of the Municipal Community of Kalochori, Municipal Unit of Echedoros, Municipality of Delta, in the Regional Unit of Thessaloniki. The sales price amounted to € 200.000 (against a book value of € 210.000 on 31/12/2024), while the transaction is part of the evaluation and rational management of the Company's properties. Return of Capital with cash payment from the subsidiary "KENFOOD SA" The Extraordinary General Meeting of the shareholders held on March 5, 2025, approved the share capital increase of the Group's subsidiary "KENFOOD S.A." in the amount of € 3.029.135,00, by increasing the nominal value of each share by € 8,299 (from € 10,00 to € 18,299), with capitalization of reserves " Share premium" At the same time, the equal reduction of the share capital of the subsidiary by € 3.029.135,00 with a reduction of the nominal value of each share by € 8.299 (from € 18,299 to € 10,00), in order to return the capital in cash to the shareholders, for a total amount of € 3.029.135,00, i.e. € 8,299 per share. The commencement date for the payment of the capital repayment was set at March 10, 2025. Ι. Information pursuant to Article 50, par 2 of Law 4548/2018 on acquired treasure shares Η The Company did not hold any treasury shares at the date of preparation of the financial statements. J. Explanatory Report of the Board of Directors (pursuant to Article 4, par. 7 & 8 of Law 3556/2007) The present explanatory report of the Board of Directors to the Regular General Meeting of its Shareholders includes detailed information in accordance with the provisions of paragraph 1 of Article 11a of Law 3371/2005. 1. Share capital structure. The Company’s share capital amounts to € 16.093.063,20 divided into 17.120.280 shares with a nominal value of € 0,94 each. All shares are listed for trading on the Athens Stock Exchange, in the Medium and Small Cap category. The Company's shares are ordinary registered shares with voting rights. 2. Restrictions on the transfer of Company’s shares. There are no restrictions in the Company’s Articles of Association regarding transfer of the company’s shares and the transfer is conducted in accordance to Law. 3. Significant direct or indirect participations according to Αrticles 9-11 of Law Ν.3556/2007. 66 As of the transaction date 31/03/2025, Mr.Loulis Nikolaos holds 48,06%, Mrs.Loulis Evangelia holds 6,86%, and AL DAHRA AGRICULTURE SPAIN SLU and AL DAHRA AGRICULTURE SPAIN SLU holds 20,01% of the Company's share capital. There is no other natural or legal person owning more than 5% of the share capital. 4. Shareholders possessing any category of shares that grant special control rights. There are no Company’s shares that grant special control rights to their shareholders. 5. Restrictions on voting rights. The Company’s Articles of Association do not provide for any restrictions in voting rights. 6. Agreements between Company’s shareholders. The Company is not aware of any agreements among its shareholders that impose restrictions on the transfer of its shares or on the exercise of the voting rights attached thereto. 7. Rules for the appointment and replacement of members of the Board of Directors and for the amendment of the Articles of Association different from those provided for in Law 4548/2018. The rules provided by the Company's Articles of Association for the appointment and replacement of the members of the Board of Directors and the amendment of the provisions of the Articles of Association do not differ from those provided in Law 4548/2018. 8. Competence of the Board of Directors to issue new shares or purchase treasury shares. According to Article 6 of the Company's Articles of Association, the Board of Directors within five years from the relevant decision of the General Meeting, by a decision taken with the quorum and majority required by Law 4548/2018, may increase the share capital partially or fully by issuing new shares, for an amount that may not exceed three times the capital paid up on the date on which the Board of Directors was granted this authority. According to the provisions of Article 49 of Law 4548/2018, public limited companies may, by decision of the General Meeting of their shareholders, acquire treasury shares up to 10% of their total shares, according to the specific conditions and procedures defined in Article 49 of Law 4548/2018. There is no contrary provision in the Company's Articles of Association. 9. Significant agreement of the Company which becomes effective, is amended or terminates in the event of a change in control of the Company following a public offering and the effects of such agreement. There is no such agreement. 10. Agreements made between the Company and its BoD members or its personnel, regarding compensation in case of resignation or release from duties without sufficient reason or in case of termination of their term or employment due to a public offer There are no agreements between the Company and its BoD members or its employees, which provide for compensation particularly in the event of resignation or dismissal without sufficient reason or termination of their term of office or employment due to a public offer. K. Dividends per share The BoD of the Company after taking into account the financial results of the year 2024, the Company’s financial position, prospects as well as the conditions prevailing in the wider financial environment shall propose to the following Regular General Meeting of the Shareholders the distribution of dividends of a gross 67 amount of € 0,30 per share. The proposed distribution will derive from both the profits of the financial year 2024 and from the profits of previous financial years and is subject to the approval of the Regular General Meeting of Shareholders. The Chairman of the Board of Directors Nikolaos K. Loulis Sourpi, Magnesia, April 28, 2025 The Board of Directors © 2025 Grant Thornton Greece. All rights reserved. 68 Independent Auditor’s Report (This report has been translated from Greek original version) To the Shareholders of LOULIS FOOD INGREDIENTS S.A. Report on Separate and Consolidated Financial Statements Opinion We have audited the accompanying separate and consolidated financial statements of LOULIS FOOD INGREDIENTS S.A. (the Company), which comprise the separate and consolidated statement of financial position as at December 31, 2024, and the separate and consolidated statements of comprehensive income, changes in equity and cash flows for the year then ended, as well as and the notes to the financial statements, including material accounting policy information. In our opinion, the accompanying separate and consolidated financial statements present fairly, in all material respects, the financial position of the Company LOULIS FOOD INGREDIENTS S.A. and its subsidiaries (the Group) as of December 31, 2024, their financial performance and their cash flows for the year then ended in accordance with International Financial Reporting Standards that have been adopted by the European Union. Basis for Opinion We conducted our audit in accordance with the International Standards on Auditing (ISAs) as incorporated in Greek Legislation. Our responsibilities, under those standards are described in the “Auditor’s Responsibilities for the Audit of the separate and consolidated financial statements” section of our report. We are independent of the Company and the Group within the course of our appointment, in accordance with the International Ethics Standards Board for Accountants’ Code of Ethics for Professional Accountants (IESBA Code) as incorporated in Greek legislation and the ethical requirements relevant to the audit of the separate and consolidated financial statements in Greece and we have fulfilled our responsibilities in accordance with the provisions of the currently enacted law and the requirements of the IESBA Code. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. Key Audit Matters Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the separate and the consolidated financial statements of the audited period. These matters as well as the related risks of material misstatement were addressed in the context of our audit of the separate and the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. © 2025 Grant Thornton Greece. All rights reserved. 69 Key audit matter How our audit addressed the key audit matter Revenue recognition The Group's and the Company's revenues for the year ended December 31, 2024 amounted to € 206,783 k and € 180,464 k, respectively. The Group and the Company produce and/or trade flour mill products, mixes and/or raw materials for bakery and confectionery products and cereals, and revenues are made through various channels and include revenue from the sale of these products. Revenue is generally recognized at a specific point in time, when the control of the goods is transferred to the customer, usually upon delivery, and there are no further commitments that could affect the customer's acceptance of the goods. The application of IFRS 15 "Revenue from Contracts with Customers" requires the management to make estimates, mainly in relation to determination of the variable consideration due to discounts and other economic incentives provided to customers. Considering the significance of revenue for the separate and consolidated financial statements, the volume of transactions, and the estimates required to determine discounts and other economic incentives based on the terms of contracts with customers, we consider recognition of revenue a key audit matter. The accounting policy for revenue recognition and related disclosures are presented in Notes 6.8.8, 6.10.11, and 7.22 to the consolidated and separate financial statements. Our audit approach includes, among others, the following procedures: • We evaluated the internal controls and procedures designed by the management and related to revenue recognition. • We reviewed, on a sample basis, the accuracy of revenue recognition by (a) comparing transactions with relevant supporting documents, such as delivery notes, invoices, contracts, and receipts; (b) recalculating discounts and other incentives to customers based on the relevant contracts. • We verified that revenue transactions at the end of the current year and at the beginning of the next year have been recognized in the correct accounting period. • We assessed the consistency of the accounting policies for recognizing revenue of the Group and the Company with the requirements of IFRS 15 "Revenue from Contracts with Customers." • We assessed the adequacy of disclosures in the separate and consolidated financial statements in accordance with IFRS requirements in this regard. Other Matter The Company's separate and consolidated financial statements for the year ended December 31, 2023 were audited by another auditing firm. For that year, the Certified Public Accountant issued an Unqualified Opinion Independent Auditor’s Report on April 24, 2024. Other Information Management is responsible for the other information. The other information included in the Annual Financial Report includes the the Board of Directors’ Report, the reference to which is made in the “Report on other Legal and Regulatory Requirements” section of our Report and Statements of the Members of the Board of Directors , but does not include the financial statements and our auditor’s report thereon. Our opinion on the separate and consolidated financial statements does not cover the other information and we will not express any form of assurance conclusion thereon. © 2025 Grant Thornton Greece. All rights reserved. 70 In connection with our audit of the separate and consolidated financial statements, our responsibility is to read the other information identified above and, in doing so, consider whether the other information is materially inconsistent with the separate and consolidated financial statements, or our knowledge obtained in the audit, or otherwise appears to be materially misstated. If, based on our audit, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this respect. Responsibilities of Management and Those Charged with Governance for the separate and consolidated Financial Statements Management is responsible for the preparation and fair presentation of the separate and consolidated financial statements in accordance with International Financial Reporting Standards, that have been adopted by the European Union, and for such internal control as Management determines is necessary to enable the preparation of separate and consolidated financial statements that are free from material misstatement, whether due to fraud or error. In preparing the separate and consolidated financial statements, Management is responsible for assessing the Company’s and Group’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless, Management either intends to liquidate the Company and the Group or to cease operations, or has no realistic alternative but to do so. The Company’s Audit Committee (art. 44 of Law 4449/2017) is responsible for overseeing the Company’s and the Group’s financial reporting process. Auditor’s Responsibilities for the Audit of the separate and consolidated Financial Statements Our objectives are to obtain reasonable assurance about whether the separate and the consolidated financial statements are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with ISAs, as incorporated in Greek Legislation, will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these separate and consolidated financial statements. As part of an audit in accordance with ISAs as incorporated in Greek Legislation, we exercise professional judgment and maintain professional skepticism throughout the audit. We also: • Identify and assess the risks of material misstatement of the separate and consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. • Obtain an understanding of internal control relevant to the audit, in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s and the Group’s internal control. • Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by Management. • Conclude on the appropriateness of Management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s and the Group’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the separate and consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Company and the Group to cease to continue as a going concern. © 2025 Grant Thornton Greece. All rights reserved. 71 • Evaluate the overall presentation, structure and content of the separate and consolidated financial statements, including the disclosures, and whether the separate and consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation. • Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express an opinion on the separate and consolidated financial statements. We are responsible for the direction, supervision and performance of the audit of the Company and the Group. We remain solely responsible for our audit opinion. We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit. We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards. From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the separate and consolidated financial statements of the current period and are therefore the key audit matters. Report on Other Legal and Regulatory Requirements 1. Board of Directors’ Report Taking into consideration that Management is responsible for the preparation of the Board of Directors’ Report and the Corporate Governance Statement included in this report, according to the provisions of paragraph 1, cases aa', ab' and b', of Article 154C of Law 4548/2018, we note the following: a) The Board of Directors’ Report includes the Corporate Governance Statement which provides the information required by Article 152 of Law 4548/2018. b) In our opinion, the Board of Directors’ Report has been prepared in accordance with the legal requirements of articles 150 and 153 of Law 4548/2018 with the exception of the requirement to submit a sustainability report under paragraph 5A of Article 150 of the same law and the content of the report is consistent with the accompanying financial statements for the year ended December 31, 2024. c) Based on the knowledge we obtained during our audit about the company “LOULIS FOOD INGREDIENTS S.A.” and its environment, we have not identified any material misstatements in the Board of Directors’ Report. 2. Additional Report to the Audit Committee Our audit opinion on the separate and consolidated financial statements is consistent with the Additional Report to the Company’s Audit Committee in accordance with Article 11 of the European Union (EU) Regulation 537/2014. 3. Provision of non-audit services We have not provided to the Company and its subsidiaries any prohibited non-audit services referred to in article 5 of EU Regulation No 537/2014 or other permitted non-audit services. 4. Auditor’s Appointment We were appointed for the first time as Certified Public Accountants Auditors of the Company based on the decision of the Annual General Shareholders’ Meeting dated 17/06/2024. 5. Bylaws (Internal Regulations) The Company has Internal Regulations in accordance with the provisions of Article 14 of Law 4706/2020. © 2025 Grant Thornton Greece. All rights reserved. 72 6. Assurance Report on European Single Electronic Format Subject Matter We have undertaken a reasonable assurance engagement to review the digital records of LOULIS FOOD INGREDIENTS S.A. (hereinafter “the Company and/or the Group), prepared in accordance with the European Single Electronic Format (ESEF), which comprise the separate and consolidated financial statements of the Company and the Group for the year ended December 31, 2024, in XHTML, as well as the provided XBRL file («213800SZN4MZXLBCIB60-2024-12-31-el.zip»)with the appropriate mark-up, on the aforementioned consolidated financial statements including other explanatory information (Notes to financial statements) (hereinafter (the "Subject Matter") in order to verify that it was prepared in accordance with the requirements set out in the Applicable Criteria section. Applicable Criteria The Applicable Criteria for the European Single Electronic Format (ESEF) are prepared in accordance with the Commission Delegated Regulation (EU) 2018/815 as amended by the Commission Delegated Regulation (EU) 2020/1989 (hereinafter the ESEF Regulation) and the European Commission Interpretative Communication 2020/C379/01 of November 10, 2020, in conformance with Law 3556/2007 and the relevant announcements of the Hellenic Capital Market Commission and the Athens Stock Exchange (ESEF Regulatory Framework). In summary, this framework includes, inter alia, the following requirements: • All annual financial reports shall be prepared in XHTML format. • For the consolidated financial statements in accordance with IFRS, financial information included in the Statements of Comprehensive Income, Financial Position, Changes in Equity and Cash Flows, as well as the financial information included in other explanatory information shall be marked-up with XBRL (XBRL ‘tags’ and “‘block tag”’), in accordance with the effective ESEF Taxonomy. ESEF technical specifications, including the relevant taxonomy, are set out in the ESEF Regulatory Technical Standards. Responsibilities of Management and Those Charged with Governance Management is responsible for the preparation and submission of the separate and consolidated financial statements of the Company and the Group for the year ended December 31, 2024, in accordance with the Applicable Criteria, and for such internal control as management determines is necessary to enable the preparation of digital records that are free from material misstatement, whether due to fraud or error. Auditor’s Responsibilities Our responsibility is to issue this Report in respect of the assessment of the Subject Matter, based on our assurance engagement, as described below in the section "Scope of the Engagement”. We conducted our work in accordance with the International Standard on Assurance Engagements 3000 “Assurance Engagements other than Audits or Reviews of Historical Financial Information” (hereinafter ISAE 3000”). ISAE 3000 requires that we plan and perform our work to obtain reasonable assurance to evaluate the Subject Matter in accordance with the Applicable Criteria. As part of the procedures performed, we assess the risk of material misstatement of information related to the Subject Matter. We consider that the evidence we have obtained is sufficient and appropriate and supports the conclusion reached in this assurance report. Professional Ethics and Quality Management We are independent of the Company and the Group during our entire assignment and we have complied with the requirements of the International Ethics Standards Board for Accountants Code of Ethics for Professional Accountants (IESBA Code) the ethical and independence requirements of Law 4449/2017 and Regulation (EU) 537/2014. Our auditing firm applies the International Standard on Quality Management (ISQM) 1 “Quality Management for Firms that Perform Audits or Reviews of Financial Statements, or Other Assurance or Related Services Engagements” and accordingly, operates a comprehensive system of quality management including © 2025 Grant Thornton Greece. All rights reserved. 73 documented policies and procedures regarding compliance with ethical requirements, professional standards and applicable legal and regulatory requirements. Scope of engagement The assurance procedures we performed covers, in a limited way, the items included in the BoD Resolution 214/4/11-02-2022 of the Hellenic Accounting and Auditing Standards Oversight Board (HAASOB) and the "Guidelines in relation to the work and assurance report of the Statutory Auditors on the European Single Electronic Reporting Form (ESEF) of the issuers with securities listed on a regulated market in Greece", as issued by the Institute of Certified Public Accountants of Greece (SOEL) on 14/02/2022, so as to obtain reasonable assurance that the financial statements of the Company prepared by the Management comply in all material respects with the Applicable Criteria. Inherent limitations Our work covered the items listed in the "Scope of Engagement" section to obtain reasonable assurance based on the procedures described. In this context, the work we performed could not provide absolute assurance that all matters that could be considered material weaknesses would be disclosed. Conclusion Based on the procedures performed and the evidence obtained, we express the conclusion that the separate and consolidated financial statements of the Company and the Group for the year ended December 31, 2024, in XHTML format, as well as the provided XBRL file («213800SZN4MZXLBCIB60-2024-12-31-el.zip») with the appropriate mark-up on the above consolidated financial statements, including the Notes, have been prepared, in all material respects, in accordance with the Applicable Criteria. Athens, April 28, 2025 The Certified Public Accountant Auditor Vasiliki Tsipa Registry Number SOEL 58201 74 Annual Financial Statements 1. Statement of Financial Position (Amounts in €) GROUP COMPANY 31/12/2024 31/12/2023 31/12/2024 31/12/2023 ASSETS Note Non-Current Assets Property, Plant and Equipment 7.2 104.740.934 105.960.370 89.536.980 91.403.257 Investment Property 7.3 518.019 496.992 490.000 477.000 Right of Use Assets 7.4 1.497.301 1.317.902 1.363.264 1.140.828 Other Intangible Assets 7.5 1.145.652 1.487.754 497.717 788.466 Goodwill 7.6 1.000.000 1.000.000 0 0 Investments in Subsidiaries 7.7 0 0 19.127.258 19.127.258 Other Non-Current Assets 7.8 1.378.166 1.185.514 1.027.120 279.564 110.280.072 111.448.532 112.042.339 113.216.373 Current Assets Inventory 7.9 27.317.720 31.132.291 20.317.946 23.868.456 Trade Receivables 7.10 47.696.282 48.647.079 43.995.560 43.747.513 Financial Assets at Fair Value 7.11 248.941 21.825 248.941 0 Cash and Cash Equivalents 7.12 6.559.733 8.915.023 4.378.612 6.814.932 Other Current Assets 7.13 3.189.963 3.034.797 2.606.593 2.720.795 85.012.639 91.751.015 71.547.652 77.151.696 Total Assets 195.292.711 203.199.547 183.589.991 190.368.069 EQUITY AND LIABILITIES Equity attributable to Equity Holders of the Parent Share Capital 7.14 16.093.063 16.093.063 16.093.063 16.093.063 Share Premium 7.14 29.547.925 29.547.925 29.547.925 29.547.925 Other Reserves 7.14 64.137.999 57.063.742 60.985.276 56.591.553 Equity attributable to the Owners of the Parent 109.778.987 102.704.730 106.626.264 102.232.541 Non-Controlling Interest 22.162 23.254 0 0 Total Equity 109.801.149 102.727.984 106.626.264 102.232.541 Non-Current Liabilities Non-Current Loan Liabilities 7.15 7.160.931 35.001.739 6.100.000 30.525.000 Deferred Tax Liabilities 7.16 10.940.806 11.217.289 10.631.961 11.092.241 Defined benefit obligation 7.17 551.413 423.133 504.596 385.935 Non-Current Lease Liabilities 7.4 1.007.641 885.973 949.371 783.207 Financial Liabilities at Fair Value 7.11 357.390 0 357.390 0 Other Non-Current Liabilities 7.18 2.902.026 3.102.747 2.902.026 3.061.844 22.920.207 50.630.881 21.445.344 45.848.227 Current Liabilities Trade Payables 7.19 16.718.750 13.527.029 13.643.514 11.721.807 Current Loan Liabilities 7.15 39.915.054 28.471.255 36.700.006 23.205.739 Tax Liabilities 7.20 2.327.933 3.068.851 1.914.457 2.933.384 Current Lease Liabilities 7.4 527.808 458.384 448.209 379.970 Other Current & Accrued Liabilities 7.21 3.081.810 4.315.163 2.812.197 4.046.401 62.571.355 49.840.682 55.518.383 42.287.301 Total Equity and Liabilities 195.292.711 203.199.547 183.589.991 190.368.069 75 2. Statement of Comprehensive Income (Amounts in €) GROUP COMPANY Note 1/1- 31/12/2024 1/1- 31/12/2023 1/1- 31/12/2024 1/1- 31/12/2023 Revenue 7.22 206.783.180 202.745.766 180.464.240 176.663.442 Cost of Sales 7.23 (168.554.165) (172.632.334) (149.386.399) (151.824.208) Gross Profit 38.229.015 30.113.432 31.077.841 24.839.234 Other Income 7.24 4.745.604 4.682.745 4.361.611 3.952.948 Distribution Expenses 7.23 (19.373.186) (18.287.074) (15.831.506) (15.083.275) Administration expenses 7.23 (8.871.753) (7.971.832) (8.086.547) (6.986.138) Other Expenses 7.25 (2.573.344) (2.108.623) (2.023.151) (1.177.773) Operating Profit/(Loss) 12.156.336 6.428.648 9.498.248 5.544.996 Other Financial Results 7.26 (209.036) (466.954) (133.449) (506.078) Financial Income 7.27 307.089 7.550.276 298.154 7.670.684 Financial Expenses 7.27 (2.923.842) (5.206.439) (2.607.094) (4.613.802) Profits/(Losses) before Taxes 9.330.547 8.305.531 7.055.859 8.095.800 Tax Expense 7.28 (2.162.959) (2.043.123) (1.749.527) (2.011.618) Net Profit of the Year 7.167.588 6.262.408 5.306.332 6.084.182 Owners of the Parent 7.168.680 6.264.026 5.306.332 6.084.182 Non-Controlling Interests (1.092) (1.618) 0 0 Other Comprehensive Income Items that may be reclassified in statement of comprehensive income in subsequent periods Revaluation gain/(Loss) 7.29 2.451.888 1.421.969 1.536.205 1.421.969 Actuarial Profits/(Losses) 7.29 (76.176) (10.649) (72.328) (9.303) Income Tax that relates to Other Comprehensive Income 7.29 (415.140) (310.462) (322.053) (310.786) Items that will not be Reclassified in statement of comprehensive income in subsequent periods 1.960.572 1.100.858 1.141.824 1.101.880 Total Comprehensive Income for the Year 9.128.160 7.363.266 6.448.156 7.186.062 Profit of the Year Attributable to: Owners of the Parent 9.129.252 7.364.884 6.448.156 7.186.062 Non-Controlling Interests (1.092) (1.618) 0 0 Earnings per Share for Profits Attributable to the Owners of the Parent Basic 7.30 0,4187 0,3659 0,3099 0,3554 Proposed Dividend per Share 0,3000 0,1200 0,3000 0,1200 Depreciation 5.836.326 6.342.752 5.111.658 5.632.794 Earnings before Interest and Tax 12.156.336 6.428.648 9.498.248 5.544.996 Earnings before Interest, Tax, Depreciation and Amortization 17.992.662 12.771.400 14.609.906 11.177.790 76 3. Statement of Changes in Equity 3.1 Group (Amounts in €) Share Capital Share Premium Statutory Reserves Extraordinary Reserves Tax Exempted Reserves Treasury Shares Reserves Assets Revaluation Reserves Foreign Exchange Differences Reserves Other Reserves Retained Earnngs Equity before non- controlling interest Non- controlling Interest Equity after non- controlling interest Balance as at January 1, 2023 16.093.063 31.602.358 2.146.924 103.990 3.420.457 0 9.804.935 1.061.889 7.651.779 25.661.238 97.546.633 392 97.547.025 Dividend distributed 0 0 0 0 0 0 0 0 0 (219.167) (219.167) 0 (219.167) Capital return to Shareholders (2.054.433) 0 0 0 0 0 0 0 0 0 (2.054.433) 0 (2.054.433) (Acquisition)/Sale of Treasury Shares 0 0 0 0 0 0 0 0 0 0 0 0 0 Share Capital Increase 2.054.433 (2.054.433) 0 0 0 0 0 0 0 0 0 0 0 Change in Reserves 0 0 94.061 0 0 0 0 0 0 (94.061) 0 0 0 Non-Controlling Interests 0 0 0 0 0 0 0 0 0 66.813 66.813 24.480 91.293 Other Changes 0 0 0 0 (212.171) 0 0 0 0 212.171 0 0 0 Transactions with Owners of the Parent 0 (2.054.433) 94.061 0 (212.171) 0 0 0 0 (34.244) (2.206.787) 24.480 (2.182.307) Profit/(Loss) after Tax 0 0 0 0 0 0 0 0 0 6.264.026 6.264.026 (1.618) 6.262.408 Other Comprehensive Income: Actuarial Profit /(Loss) 0 0 0 0 0 0 0 0 0 (8.278) (8.278) 0 (8.278) Profit/(Loss) from Property Revaluation 0 0 0 0 0 0 1.109.136 0 0 0 1.109.136 0 1.109.136 Income directly recorded in Equity 0 0 0 0 0 0 0 0 0 0 0 0 0 Equity as at December 31, 2023 16.093.063 29.547.925 2.240.985 103.990 3.208.286 0 10.914.071 1.061.889 7.651.779 31.882.742 102.704.730 23.254 102.727.984 Balance as at January 1, 2024 16.093.063 29.547.925 2.240.985 103.990 3.208.286 0 10.914.071 1.061.889 7.651.779 31.882.742 102.704.730 23.254 102.727.984 Dividend distributed 0 0 0 0 0 0 0 0 0 (2.054.433) (2.054.433) 0 (2.054.433) Capital return to Shareholders 0 0 0 0 0 0 0 0 0 0 0 0 0 (Acquisition)/Sale of Treasury Shares 0 0 0 0 0 0 0 0 0 0 0 0 0 Share Capital Increase 0 0 0 0 0 0 0 0 0 0 0 0 0 Change in Reserves 0 0 378.367 0 0 0 0 0 0 (378.367) 0 0 0 Non – Controlling Interests 0 0 0 0 0 0 0 0 0 0 0 0 0 Other Changes 0 0 0 0 0 0 0 0 0 (562) (562) 0 (562) Transactions with Owners of the Parent 0 0 378.367 0 0 0 0 0 0 (2.433.362) (2.054.995) 0 ( 2.054.995) Profit/(Loss) after Tax 0 0 0 0 0 0 0 0 0 7.168.680 7.168.680 (1.092) 7.167.588 Other Comprehensive Income: Actuarial Profit /(Loss) 0 0 0 0 0 0 0 0 0 (59.295) (59.295) 0 (59.295) Profit/(Loss) from Property Revaluation 0 0 0 0 0 0 2.019.867 0 0 0 2.019.867 0 2.019.867 Income directly recorded in Equity 0 0 0 0 0 0 0 0 0 0 0 0 0 Equity as at December 31, 2024 16.093.063 29.547.925 2.619.352 103.990 3.208.286 0 12.933.938 1.061.889 7.651.779 36.558.765 109.778.987 22.162 109.801.149 77 3.2 Company (Amounts in €) Share Capital Share Premium Statutory Reserves Extraordinary Reserves Tax Exempted Reserves Treasury Shares Reserves Assets Revaluation Reserves Other Reserves Retained Earnings Total Total Equity Balance as at January 1, 2023 16.093.063 31.602.358 2.044.181 103.990 3.208.286 0 8.742.728 6.592.716 28.932.757 97.320.079 97.320.079 Dividend distributed 0 0 0 0 0 0 0 0 (219.167) (219.167) (219.167) Capital return to Shareholders (2.054.433) 0 0 0 0 0 0 0 0 (2.054.433) (2.054.433) (Acquisition)/Sale of Treasury Shares 0 0 0 0 0 0 0 0 0 0 0 Share Capital Increase 2.054.433 (2.054.433) 0 0 0 0 0 0 0 0 0 Change in Reserves 0 0 94.061 0 0 0 0 0 (94.061) 0 0 Other Changes 0 0 0 0 0 0 0 0 0 0 0 Transactions with Owners of the Parent 0 (2.054.433) 94.061 0 0 0 0 0 (313.228) (2.273.600) (2.273.600) Profit/(Loss) after Tax 0 0 0 0 0 0 0 0 6.084.182 6.084.182 6.084.182 Other Comprehensive Income: Actuarial Profit /(Loss) 0 0 0 0 0 0 0 0 (7.256) (7.256) (7.256) Profit/(Loss) from Property Revaluation 0 0 0 0 0 0 1.109.136 0 0 1.109.136 1.109.136 Income directly recorded in Equity 0 0 0 0 0 0 0 0 0 0 0 Equity as at December 31, 2023 16.093.063 29.547.925 2.138.242 103.990 3.208.286 0 9.851.864 6.592.716 34.696.455 102.232.541 102.232.541 Balance as at January 1, 2024 16.093.063 29.547.925 2.138.242 103.990 3.208.286 0 9.851.864 6.592.716 34.696.455 102.232.541 102.232.541 Dividend distributed 0 0 0 0 0 0 0 0 (2.054.433) (2.054.433) (2.054.433) Capital return to Shareholders 0 0 0 0 0 0 0 0 0 0 0 (Acquisition)/Sale of Treasury Shares 0 0 0 0 0 0 0 0 0 0 0 Share Capital Increase 0 0 0 0 0 0 0 0 0 0 0 Change in Reserves 0 0 378.367 0 0 0 0 0 (378.367) 0 0 Other Changes 0 0 0 0 0 0 0 0 0 0 0 Transactions with Owners of the Parent 0 0 378.367 0 0 0 0 0 (2.432.800) (2.054.433) (2.054.433) Profit/(Loss) after Tax 0 0 0 0 0 0 0 0 5.306.332 5.306.332 5.306.332 Other Comprehensive Income: Actuarial Profit /(Loss) 0 0 0 0 0 0 0 0 (56.416) (56.416) (56.416) Profit/(Loss) from Property Revaluation 0 0 0 0 0 0 1.198.240 0 0 1.198.240 1.198.240 Income directly recorded in Equity 0 0 0 0 0 0 0 0 0 0 0 Equity as at December 31, 2024 16.093.063 29.547.925 2.516.609 103.990 3.208.286 0 11.050.104 6.592.716 37.513.571 106.626.264 106.626.264 78 4. Statement of Cash Flows (Amounts in €) GROUP COMPANY 01/01 - 31/12/2024 01/01 - 31/12/2023 01/01 - 31/12/2024 01/01 - 31/12/2023 Operating Activities Profit/(Loss) before Tax 9.330.547 8.305.531 7.055.859 8.095.800 Plus/Less adjustments for: Depreciation 5.996.143 6.342.752 5.271.475 5.632.794 Provisions 921.972 507.945 1.226.254 690.957 Grants Amortization (159.817) 0 (159.817) 0 (Profit)/Loss from Disposal of Tangible and Intangible Assets 206.575 181.662 190.178 50.225 (Profit)/Loss from Revaluation at Fair Value of Investment Property and Own Assets 136.866 0 136.866 0 (Profit)/Loss from Financial Assets & Liabilities measured at Fair Value 108.448 0 108.448 0 Interest Expense 2.923.842 5.206.439 2.607.094 4.613.802 Interest Income (307.089) (7.550.276) (298.154) (7.670.684) Plus/Less Adjustments for Changes in Capital Working Accounts or related Operating Activities Decrease/(Increase) in Inventory 3.941.816 14.799.922 3.550.510 7.117.383 Decrease/(Increase) in Trade Receivables (2.022.896) 2.326.109 (4.372.395) 7.215.820 (Decrease)/Increase in Liabilities (excluding loans) 1.722.994 (13.351.175) 1.200.652 (8.042.430) Less : 0 Interest paid (2.929.393) (4.163.339) (2.576.432) (3.468.275) Tax Paid (2.106.919) (1.142.142) (2.086.962) (1.140.093) Total Inflows/(Outflows) from Operating Activities (a) 17.763.089 11.463.428 11.853.576 13.095.299 Investing Activities Acquisition of Subsidiaries, Associates, Joint Ventures and Other Investments 0 0 0 (5.028.000) Proceeds/(Payments) from Disposal/(Acquisition) of Financial Assets at Fair Value 358.031 (200.000) 300.000 (100.000) Acquisition of Tangible and Intangible Assets (2.254.779) (3.315.140) (1.927.778) (2.551.233) Proceeds from Disposal of Tangible and Intangible Assets 476.776 107.883 476.776 68.140 Interest Received 307.089 7.671.501 298.154 7.670.684 Total Inflows/(Outflows) from Investing Activities (b) (1.112.883) 4.264.244 (852.848) 59.591 Financing Activities Proceeds/(Payments) from Share Capital Increase/Decrease 0 (2.030.433) 0 (2.054.433) Proceeds from Loans Issued/Received 14.487.279 24.974.031 14.444.268 19.054.028 Loan Repayments (30.884.287) (40.105.809) (25.375.000) (31.750.000) Repayment of Lease Liabilities (557.488) (445.198) (455.316) (347.949) Dividends Paid (2.051.000) (219.167) (2.051.000) (219.167) Total Inflows/(Outflows) from Financing Activities (c) (19.005.496) (17.826.576) (13.437.048) (15.317.521) Net Increase/(Decrease) in Cash and Cash Equivalents for the year (a+b+c) (2.355.290) (2.098.904) (2.436.320) (2.162.631) Opening Cash and Cash Equivalents 8.915.023 11.013.927 6.814.932 8.977.563 Closing Cash and Cash Equivalents 6.559.733 8.915.023 4.378.612 6.814.932 79 5. Notes to Financial Statements 5.1 General Information The Company LOULIS FOOD INGREDIENTS S.A. (hereinafter referred to as "Company" or "Parent") is a Greek Societe Anonyme listed on Athens Stock Exchange and subject to the Law regarding Societe Anonyme. The Company was founded on February 22, 1927 and is registered in the General Commercial Register (G.E.MI.) No. 50675444000 (former S.A. REGISTRATION NUMBER 10344/06/B/86/131). The Company’s headquarters are located at Municipality of Almiros, Municipal District Sourpi, Magnesia (Loulis Port), and the web address is: www.loulis.com where the Company’s and the Group’s Interim and Annual Financial Statements are published as well as the Annual Financial Statements of its non-listed subsidiaries. The annual financial statements of the Group and the Company for the financial year 2024 were approved at the Board of Directors' meeting on 28/04/2025 and are subject to the final approval of the Regular General Meeting of Shareholders. The Company’s objectives are to: a) Operate the Flour Mill and in general, carry out industrial and commercial business operations regarding the flour industry, cereals, production of animal feed, agricultural products and food products in general, as well as agricultural supplies, fertilizers, etc. b) Produce, purchase and resale, import, export and generally handle and trade in cereal products or other farming products, agricultural products in general, and food and agricultural supplies, fertilizers, etc. 5.2 The Group Structure The Group’s companies, their addresses and participating percentages as included in the consolidated financial statements, are the following: % Participation Non-Consolidation Title Country Main Activities inspected tax Method Direct Indirect years LOULIS FOOD INGREDIENTS S.A. Greece Production of flour mill products - - - 2019 – 2024 Production of mixtures for the Full KENFOOD S.A. Greece 99,996% - 2019 – 2024 production of bakery materials Consolidation Full LOULIS LOGISTICS SERVICES S.A. Greece Cargo handling services 99,677% - 2019 – 2024 Consolidation LEP ENERGY COMMUNITY COOPERATIVE SOCIETY Full Greece Electricity generation 20,000% 40,000% 2022 – 2024 WITH LIMITED LIABILITY Consolidation LOULIS INTERNATIONAL FOODS ENTERPRISES Full Cyprus Holding 100,000% - 2019 – 2024 BULGARIA LTD Consolidation Full LOULIS MEL-BULGARIA EAD Bulgaria Production of flour mill products - 100,000% 2019 – 2024 Consolidation 80 6 Framework for Preparation of the Financial Statements 6.1 Compliance with International Accounting Standards (IAS)/International Financial Reporting Standards (IFRS) The financial statements of LOULIS FOOD INGREDIENTS S.A. have been prepared in compliance with the International Accounting Standards (IAS)/International Financial Reporting Standards (IFRS), as issued by the International Accounting Standards Board (IASB) and adopted by the European Union. 6.2 Basis for Preparation of the Financial Statements LOULIS FOOD INGREDIENTS S.A. Financial Statements have been prepared on the basis of going concern and in accordance with the ‘historic cost’ principle except of some assets and liabilities which, according to the requirements of IFRS, are measured at fair value. The Group's and the Company's Management, taking into account the current and projected financial position of the Group and the Company and their liquidity levels, consider that the use of the going concern principle in the preparation of the accompanying annual financial statements is appropriate. 6.3 Reporting Period The consolidated financial statements include the financial statements of LOULIS FOOD INGREDIENTS S.A. and the Company’s subsidiaries (Group) and refer to the period from January 1st, 2024 to December 31st, 2024. 6.4 Presentation of Financial Statements The financial statements of the Group and the Company are presented in euro which is the functional currency of both the Group and the Company. 6.5 Significant Accounting Policies The significant accounting policies applied in the preparation of the Financial Statements of the Group and the Company are recorded in Note 6.8 “Accounting Principles Applied”. The policies are applied with consistency to all the periods except some cases for which a relative disclosure is made. 6.6 Significant Accounting Estimates The preparation of the financial statements requires the use of significant estimates and assumptions, as well as management’s judgment in the application of accounting policies. The areas where required significant assumptions and estimations were used are referred to in Note 6.10 “Significant Estimates of the Management”. 6.7 Changes in Accounting Policies a) New Standards, Interpretations, Revisions and Amendments to existing Standards that are effective and have been adopted by the European Union The following new Standards, Interpretations and amendments of IFRSs have been issued by the International Accounting Standards Board (IASB), are adopted by the European Union, and their application is mandatory from or after 01/01/2024. Amendments to IFRS 16 “Leases: Lease Liability in a Sale and Leaseback” (effective for annual periods starting on or after 01/01/2024) In September 2022, the IASB issued narrow-scope amendments to IFRS 16 “Leases” which add to requirements explaining how a company accounts for a sale and leaseback after the date of the transaction. A sale and leaseback is a transaction for which a company sells an asset and leases that same asset back for a period of time from the new owner. IFRS 16 includes requirements on how to account for a sale and leaseback at the date the transaction takes place. However, IFRS 16 includes no specific subsequent measurement requirements for the transaction, specifically where some or all the lease payments are variable lease payments that do not depend on an index or rate. The issued amendments add to the sale and leaseback requirements in IFRS 16, thereby supporting the consistent application of the Accounting Standard. These amendments will not change the accounting for leases other than those arising in a 81 sale and leaseback transaction. The amendments do not affect the consolidated Financial Statements of the Group and the Company. The above have been adopted by the European Union with effective date of 01/01/2024. Amendments to IAS 1 “Classification of Liabilities as Current or Non-current” (effective for annual periods starting on or after 01/01/2024) Τhe amendments clarify the principles of IAS 1 for the classification of liabilities as either current or non‐current. The amendments clarify that an entity’s right to defer settlement must exist at the end of the reporting period. The classification is not affected by management’s intentions or the counterparty’s option to settle the liability by transfer of the entity’s own equity instruments. Also, the amendments clarify that only covenants with which an entity must comply on or before the reporting date will affect a liability’s classification. The amendments require a company to disclose information about these covenants in the notes to the financial statements. The amendments are effective for annual reporting periods beginning on or after 1 January 2024, with early adoption permitted. The amendments do not affect the consolidated Financial Statements of the Group and the Company. The above have been adopted by the European Union with effective date of 01/01/2024. Amendments to IAS 7 “Statement of Cash Flows” and IFRS 7 “Financial Instruments: Disclosures”: Supplier Finance Arrangements (effective for annual periods starting on or after 01/01/2024) In May 2023, the International Accounting Standards Board (IASB) issued Supplier Finance Arrangements, which amended IAS 7 Statement of Cash Flows and IFRS 7 Financial Instruments: Disclosures. The new amendments require an entity to provide additional disclosures about its supplier finance arrangements. The amendments require additional disclosures that complement the existing disclosures in these two standards. They require entities to provide users of financial statements with information that enable them a) to assess how supplier finance arrangements affect an entity’s liabilities and cash flows and b) to understand the effect of supplier finance arrangements on an entity’s exposure to liquidity risk and how the entity might be affected if the arrangements were no longer available to it. The amendments to IAS 7 and IFRS 7 are effective for accounting periods on or after 1 January 2024. b) New Standards, Interpretations, Revisions and Amendments to existing Standards that have not been applied yet or have not been adopted by the European Union The following new Standards, Interpretations and amendments of IFRSs have been issued by the International Accounting Standards Board (IASB), but their application has not started yet or they have not been adopted by the European Union. Amendments to IAS 21 “The Effects of Changes in Foreign Exchange Rates: Lack of Exchangeability” (effective for annual periods starting on or after 01/01/2025) In August 2023, the International Accounting Standards Board (IASB) issued amendments to IAS 21. The Effects of Changes in Foreign Exchange Rates that require entities to provide more useful information in their financial statements when a currency cannot be exchanged into another currency. The amendments introduce a definition of currency exchangeability and the process by which an entity should assess this exchangeability. In addition, the amendments provide guidance on how an entity should estimate a spot exchange rate in cases where a currency is not exchangeable and require additional disclosures in cases where an entity has estimated a spot exchange rate due to a lack of exchangeability. The amendments to IAS 21 are effective for accounting periods on or after 1 January 2025. The Group and the Company will examine the impact of the above on their Financial Statements. The above have been adopted by the European Union with effective date of 01/01/2025. IFRS 9 & IFRS 7 “Amendments to the Classification and Measurement of Financial Instruments” (effective for annual periods starting on or after 01/01/2026) In May 2024, the International Accounting Standards Board (IASB) issued amendments to the Classification and Measurement of Financial Instruments which amended IFRS 9 “Financial Instruments” and IFRS 7 “Financial Instruments: Disclosures”. Specifically, the new amendments clarify when a financial liability should be derecognised when it is settled by electronic payment. Also, the amendments provide additional guidance for assessing contractual cash flow characteristics to financial assets with features related to ESG-linked features (environmental, social, and governance). IASB amended disclosure requirements relating to investments in equity instruments designated at fair value through other comprehensive income and added disclosure requirements for financial instruments with contingent features that do not relate directly to basic lending risks and costs. The amendments are effective from 82 annual reporting periods beginning on or after 1 January 2026. The Group and the Company will examine the impact of the above on their Financial Statements. The above have not been adopted by the European Union. Annual Improvements to IFRS Standards-Volume 11 (effective for annual periods starting on or after 01/01/2026) In July 2024, the IASB issued the Annual Improvements to IFRS Accounting Standards-Volume 11 addressing minor amendments to the following Standards: IFRS 1 ‘First-time Adoption of International Financial Reporting Standards’, IFRS 7 ‘Financial Instruments: Disclosures’, IFRS 9 ‘Financial Instruments’: IFRS 10 ‘Consolidated Financial Statements’, and IAS 7 ‘Statement of Cash Flows’. The amendments are effective for accounting periods on or after 1 January 2026. The Group and the Company will examine the impact of the above on their Financial Statements. The above have not been adopted by the European Union. Amendments to IFRS 9 and IFRS 7 “Contracts Referencing Nature-dependent Electricity” (effective for annual periods starting on or after 01/01/2026) On 18 December 2024 the International Accounting Standards Board (IASB) issued amendments to IFRS 9 “Financial Instruments” and IFRS 7 “Financial Instruments: Disclosures” to help companies better report the financial effects of nature-dependent electricity contracts, which are often structured as power purchase agreements (PPAs). Nature- dependent electricity contracts help companies to secure their electricity supply from sources such as wind and solar power. The amount of electricity generated under these contracts can vary based on uncontrollable factors such as weather conditions. The amendments allow companies to better reflect these contracts in the financial statements, by a) clarifying the application of the ‘own-use’ requirements, b) permitting hedge accounting if these contracts are used as hedging instruments and c) adding new disclosure requirements to enable investors to understand the effect of these contracts on a company’s financial performance and cash flows. The amendments are effective for accounting periods on or after 1 January 2026, with early application permitted. The Group and the Company will examine the impact of the above on their Financial Statements. The above have not been adopted by the European Union. IFRS 18 “Presentation and Disclosure in Financial Statements” (effective for annual periods starting on or after 01/01/2027) In April 2024 the International Accounting Standards Board (IASB) issued a new standard, IFRS 18, which replaces IAS 1 ‘Presentation of Financial Statements’. The objective of the Standard is to improve how information is communicated in an entity’s financial statements, particularly in the statement of profit or loss and in its notes to the financial statements. Specifically, the Standard will improve the quality of financial reporting due to a) the requirement of defined subtotals in the statement of profit or loss, b) the requirement of the disclosure about management-defined performance measures and c) the new principles for aggregation and disaggregation of information. The Group and the Company will examine the impact of the above on their Financial Statements. The above have not been adopted by the European Union. IFRS 19 “Subsidiaries without Public Accountability: Disclosures” (effective for annual periods starting on or after 01/01/2027) In May 2024 the International Accounting Standards Board issued a new standard, IFRS 19 “Subsidiaries without Public Accountability: Disclosures”. The new standard allows eligible entities to elect to apply IFRS 19 reduced disclosure requirements instead of the disclosure requirements set out in other IFRS. IFRS 19 works alongside other IFRS, with eligible subsidiaries applying the measurement, recognition and presentation requirements set out in other IFRS and the reduced disclosures outlined in IFRS 19. This simplifies the preparation of IFRS financial statements for the subsidiaries that are in-scope of this standard while maintaining at the same time the usefulness of those financial statements for their users. IFRS 19 is effective from annual reporting periods beginning on or after 1 January 2027, with early adoption permitted. The Group and the Company will examine the impact of the above on their Financial Statements. The above have not been adopted by the European Union. 6.8 Accounting Principles Applied The significant accounting principles on which the accompanying financial statements are based and which are systematically applied by the Group are as follows: 83 6.8.1 Subsidiaries The Group’s subsidiaries are legal entities on which the Group has the ability to set the operational and financial policies, by participating directly or indirectly in their share capital with a voting right over 50%. Subsidiaries are fully consolidated from the date that control is transferred to the Group and cease to be consolidated from the date that this control no longer exists. The accounting method of acquisition is used for the accounting entries of the subsidiaries’ acquisition by the Group. The acquisition cost is calculated as the sum of the present value of the acquired assets, the issued shares and the existing or undertaken liabilities plus any costs that are directly related to the acquisition, during the transaction date. The acquired assets, liabilities and contingent liabilities are initially measured at their present value upon the cost acquisition date and the present value of the acquired subsidiary’s equity. On the acquisition date, the acquiring entity recognizes the goodwill arising from the acquisition transaction as the excess between: • the sum of (i) the consideration transferred measured at fair value, (ii) the amount of any non-controlling interests in the acquiree (measured either at fair value or at the proportionate share of the non-controlling interests in the acquiree's net identifiable assets) and (iii) in a business combination achieved in stages, the fair value at the acquisition date of the equity interests previously held by the acquirer in the acquiree, less • the equity at the date of acquisition of the identifiable assets acquired and the liabilities assumed. Goodwill is tested annually for impairment and the difference between its carrying amount and recoverable amount is recognized as an impairment loss, charged to profit or loss for the period. Costs related to the acquisition of investments in subsidiaries (e.g., fees for consultants, lawyers, accountants, appraisers, and other professional and consulting fees) are recognized as expenses and charged to the profit or loss for the period in which they are incurred. Otherwise, if the acquiring company acquires a participating interest in which, at the date of acquisition, the net value of the assets acquired and the liabilities assumed exceeds the consideration transferred, then it is a bargain purchase. After the necessary rechecks have been carried out, the excess amount of the above difference is recognized as profit or loss for the period. Intra-group transactions, account balances, and realized gains arising from transactions between Group companies are eliminated. Realized losses are eliminated but taken into account as an indication of impairment of the transferred asset. Where necessary, the accounting policies of subsidiaries have been modified to ensure consistency with the accounting policies adopted by the Group. Note 5.1 provides a complete list of consolidated subsidiaries together with the Group's relevant percentages. The date of preparation of the financial statements of the subsidiaries coincides with that of the parent company. The parent company's investments in its consolidated subsidiaries are measured at acquisition cost less any accumulated impairment losses. Impairment test is performed in accordance with the requirements of IAS 36. Where there are changes in a parent’s ownership interest in a subsidiary, it is examined whether the changes result in a loss of control or not. • When changes in ownership rights do not result in loss of control, they are accounted for as equity transactions (i.e. transactions with owners in their capacity as owners). In such cases, the carrying amounts of the controlling and non-controlling interests are adjusted to reflect changes in their relative interests in the subsidiary. Any difference between the amount by which the non-controlling interests are adjusted and the fair value of the consideration paid or received is recognized directly in equity and allocated to owners of the parent. • Otherwise, namely when changes in ownership lead to loss of control, the parent records the necessary sales records and recognizes the result of the sale (derecognition of the assets, goodwill and liabilities of the subsidiary at the date of loss of control, derecognition of the carrying value of non-controlling interests, determination of the result of the sale). When determining the sale result, any amount previously recognized in other comprehensive income in respect of that company is accounted for using the same method as would be applied by the Group in the event of direct sale of its assets or liabilities. This means that the amounts previously recognized in other comprehensive income are reclassified to the income statement. With the loss of control of a subsidiary, any investment held in the former subsidiary is recognized in accordance with the requirements of IFRS 9. 84 Non-controlling interests are the component of a subsidiary's equity that is not attributable, directly or indirectly, to the parent company. Losses relating to non-controlling interests (minority interests) in a subsidiary may exceed the non-controlling interests' share of the subsidiary's equity. Profits or losses and each component of other comprehensive income are recognized both in the equity of the parent and in the non-controlling interests, even if this results in the non-controlling interests showing a deficit. 6.8.2 Goodwill Goodwill represents the future economic benefits arising from a business combination that cannot be recognized individually and separately. Goodwill acquired in a business combination/absorption is initially recognized at its cost, which is the excess of the cost of the combination over the Group's share in the fair value of the net assets acquired. After initial recognition, goodwill is measured at cost less any accumulated impairment losses. The Group tests goodwill for impairment at least annually. An impairment loss recognized for goodwill is not reversed in subsequent periods. 6.8.3 Non-financial Assets Impairment Test For impairment test purposes, non-financial assets of the Group and the Company are grouped at the lowest levels for which there are largely independent cash inflows (cash-generating units). As a result, some assets are tested individually for impairment, while others are tested at the cash-generating unit level. Goodwill is allocated to the cash- generating units that are expected to benefit from the synergies of the relevant business combination and represents the lowest level within the Group at which the management monitors goodwill. The cash-generating units to which goodwill has been allocated and any intangible assets with indefinite useful lives are tested for impairment at least annually. All other individual assets or cash-generating units are tested for impairment whenever there are indications or changes in circumstances that suggest that their carrying amount may not be recoverable. An impairment loss is recognized for the amount by which the carrying amount of the asset (or cash-generating unit) exceeds its recoverable amount, which is the higher of its fair value, less costs to sell and its value in use. To determine the value in use, management estimates the expected future cash flows from each cash-generating unit and determines an appropriate discount rate for calculating the present value of these cash flows. The data used for impairment test are derived from the Group's most recent approved budget, with the necessary adjustments to exclude the effects of future restructuring and asset improvements. Discount rates are determined separately for each cash- generating unit and reflect current market estimates of the time value of money and the specific risks of the assets. Impairment losses on cash-generating units are first reduced against the carrying amount of any goodwill allocated to that cash-generating unit. The remaining amount of the impairment loss is allocated to the other assets of the cash- generating unit. Excluding goodwill, all assets are subsequently reviewed for indications that the previously recognized impairment loss no longer exists. An impairment loss is reversed if the recoverable amount of the asset or cash-generating unit exceeds its carrying amount. 6.8.4 Property, Plant and Equipment Land and buildings consisting mainly of industrial premises are measured after initial recognition at fair value based on valuations by external independent valuers, less subsequent depreciation. The relevant fair value estimates for land and buildings are carried out by external professional appraisers every two years, or more frequently if market factors indicate a significant change in fair value. Any revaluation surplus arising from fair value measurement is recognized in other comprehensive income and recorded in the revaluation reserve in equity. To the extent that a reduction from fair value revaluation has previously been recognized in profit or loss, any increase in revaluation due to fair value measurement is recognized in profit or loss, with the remainder of the increase being recorded in other comprehensive income. Revaluation decreases in the value of land and buildings are recognized in other comprehensive income to the extent that there is a related revaluation reserve in equity for the specific asset, with any additional decrease recognized in profit or loss. Any revaluation surplus arising from fair value measurement remains in equity on disposal of the asset and is transferred to retained earnings. Machinery, vehicles, furniture, and other equipment are initially recognized at acquisition cost or construction cost, including all directly attributable costs necessary to bring the assets to the location and condition necessary for them to be capable of operating in the manner intended by the Group's management. Subsequently, machinery, vehicles, furniture, and other equipment are measured at acquisition cost less accumulated depreciation and impairment losses. 85 Depreciation is calculated using the straight-line method to allocate the cost or revalued amount of each item over its estimated useful life. The useful lives are as follows: years Buildings 25-40 machinery 20-35 Vehicles 5–9 Furniture and Other Equipment 1-10 The residual values and useful lives are subject to reassessment at each Balance Sheet date, if necessary. Expenses for repairs and maintenance for the fixed assets are charged to the income account statement within the period incurred. The cost of significant renovations and other subsequent expenses is included in the value of the fixed asset if the possible future financial benefits that shall arise for the Group are higher than those originally expected regarding the initial performance of that fixed asset. Significant renovations are depreciated during the remaining useful life of the relevant fixed asset. Profit and loss from fixed assets disposals are determined by comparing the cash collections with the book value and is charged in the P&L account. 6.8.5 Financial Instruments Initial recognition and derecognition Financial assets and financial liabilities are recognized when the Group becomes a party to the contractual terms of the financial instrument. Financial assets are derecognized from the Statement of Financial Position when the contractual rights to the cash flows from the financial asset expire, or when the financial asset and substantially all risks and rewards are transferred. A financial liability is derecognised from the statement of financial position when it is extinguished, settled, cancelled or expires. Classification and measurement of financial assets Financial assets are classified upon initial recognition and subsequently measured at amortized cost, fair value through other comprehensive income, and fair value through profit or loss. The classification of financial assets upon initial recognition depends on the contractual characteristics of the cash flows of the financial asset and the Group's business model for managing them. With the exception of trade receivables that do not contain a significant financial component, the Group initially measures financial assets at their fair value plus, in the case of a financial asset not measured through profit or loss, the transaction costs. Trade receivables that do not contain a significant financial component are measured at the transaction price determined in accordance with IFRS 15. In order for a financial asset to be classified and measured at amortized cost or fair value through comprehensive income, it must generate cash flows that are "solely payments of principal and interest (SPPI)" on the original principal amount. The Group's business model for managing financial assets refers to how it manages its financial capabilities to generate cash flows. The business model determines whether cash flows will arise from the collection of contractual cash flows, the sale of financial assets, or both. The purchase or sale of financial assets that require the delivery of assets within a time frame specified by regulation or contract in the market are recognized on the transaction date, i.e., the date on which the Group commits to purchase or sell the asset. For subsequent measurement purposes, financial assets are classified into the following categories: (a) Financial assets at fair value through profit or loss (b) Financial assets at amortized cost 86 (c) Financial assets at fair value through comprehensive income without recycling cumulative gains and losses u pon derecognition (a) Financial assets at fair value through profit or loss Financial assets measured at fair value through profit or loss include financial assets held under a business model other than "held for collection" or "held for collection and sale." Derivatives, including embedded derivatives, are also classified as financial assets measured at fair value through profit or loss, unless they are designated as effective hedging instruments. Furthermore, regardless of the business model used, financial assets whose contractual cash flows do not exclusively consist of payments of principal and interest are reported as financial assets at fair value through profit or loss. The fair values of financial assets in this category are determined by reference to transactions in active markets or using a valuation technique when there is no active market. (b) Financial assets at amortized cost The Group measure financial assets at amortized cost if both of the following conditions are met: (a) the financial asset is retained in a business model in order to hold financial assets for the collection of contractual cash flows; and (b) the contractual clauses of the financial asset generate cash flows on specific dates that consist only of capital and interest payments on the balance of the original capital. Gains and losses are recognized in profit or loss when the asset is derecognized, modified or impaired. (c) Financial assets classified at fair value through comprehensive income For financial assets measured at fair value through comprehensive income, changes in fair value are recognized in other comprehensive income in the statement of comprehensive income and reclassified to profit or loss when the financial instruments are derecognized. Upon initial recognition, the Group may choose to irrevocably classify its equity investments as equity instruments measured at fair value through comprehensive income when they meet the definition of equity in accordance with IAS 32 Financial Instruments: Presentation, and not held for trading. The classification is determined on an individual financial instrument basis. Gains and losses on these financial assets are never recycled to profit or loss. Dividends are recognized in the income statement when the right to receive payment has been established, unless the Group benefits from this income as a recovery of part of the cost of the financial asset, in which case the gains are recognized in the statement of comprehensive income. Equity securities measured at fair value through comprehensive income are not subject to impairment test. Impairment of financial assets The Group and the Company recognize impairment provisions for expected credit losses on all financial assets, except those measured at fair value through profit or loss. The objective of the impairment requirements in IFRS 9 is to recognize the expected credit losses over the lifetime of a financial instrument whose credit risk has increased since initial recognition, regardless of whether the assessment is made on a collective or individual basis, using all information available, based on both historical and current information, as well as information relating to reasonable future estimates. For the purposes of applying the above approach, a distinction is made between financial assets whose credit risk has not deteriorated significantly since initial recognition or which have a low credit risk at the reporting date (Stage 1), financial assets whose credit risk has deteriorated significantly since initial recognition and which do not have low credit risk (Stage 2), and financial assets for which there is objective evidence of impairment at the reporting date (Stage 3). For financial assets classified in Stage 1, expected credit losses are recognized for the next twelve months, while for those classified in Stage 2 or Stage 3, expected credit losses are recognized for the entire life of the financial asset. Expected credit losses are based on the difference between the contractual cash flows and the cash flows that the Group or the Company expects to receive. The difference is discounted using an estimate of the original effective interest rate of the financial asset. The Group applies the simplified approach of the Standard for contract assets, trade receivables and lease receivables, calculating the expected credit losses for the entire life of these assets. In this context, the Group uses a credit loss 87 forecast table based on the maturity of the balances, based on historical credit loss data, adjusted for future factors relating to the debtors and the economic environment. Receivables are grouped into categories with similar characteristics for the calculation of expected credit losses. The amount of the provision is recognized in the income statement. Classification and measurement of financial liabilities The Group's financial liabilities include loans, trade and other payables, and derivative financial instruments. Financial liabilities are initially recognized at fair value and, where applicable, adjusted for transaction costs, unless the Group has classified a financial liability as measured at fair value through profit or loss. Subsequently, financial liabilities are measured at amortized cost using the effective interest method, except for derivatives and financial liabilities classified as financial liabilities at fair value through profit or loss. All charges related to interest and, if applicable, changes in the fair value of an instrument recognized in profit or loss are included in finance expense or finance income. Loans are classified as short-term liabilities unless the Group retains an unconditional right to defer settlement of the liability for at least 12 months after the reporting date of the Financial Statements. The Group and the Company have not applied hedge accounting for any of the periods presented. Offsetting Financial assets and liabilities are offset, and the net amount is presented in the Statement of Financial Position only when the Group has the legal right and intends to settle the receivables and liability in the net amount. Expenses and income are offset only if permitted by the standards or when they relate to gains or losses arising from a group of similar transactions, such as trade portfolio transactions. 6.8.6 Inventory Inventories are evaluated at the lowest price between acquisition cost and net realizable value. The cost of inventories is defined using the weighted average method. The cost price of finished products and semi-finished inventories includes raw materials, direct labour costs, as well as direct expenses and other general expenses related to the production excluding the borrowing cost. Net realizable value is the estimated sale price, during the normal course of the company’s activities, minus the estimated cost necessary for the sale. The net realizable value of raw materials is the estimated replacement cost in the normal course of the Company's operations. A provision for slow-moving or obsolete inventories is made when deemed necessary. 6.8.7 Leases The Group as a lessee For each new contract entered into, the Group assesses whether the contract is, or contains, a lease. A lease is, or contains, a lease if the contract conveys the right to control the use of a recognized asset for a period of time in return for consideration. In this context, the Group assesses whether: • the contract conveys the right to control the use of a recognized asset, which is specified either explicitly in the contract or implicitly if it is specified explicitly at the time the asset becomes available for use by the Group, • the Group has the right to obtain substantially all of the economic benefits from the use of the recognized asset, and • the Group has the right to direct the use of the recognized asset. Leases are recognized in the Statement of Financial Position as a right to use an asset and a lease obligation on the date that the leased asset becomes available for use except for: • Short-term leases and • Fixed assets of insignificant value leases. The lease liabilities are initially measured at the present value of leases which were not paid at the commencement of lease. They are discounted with the implied lease rate or, if this particular rate cannot be determined from the agreement, via the interbank rate (IBR). The latter is defined as the cost which the lessor would have to pay in order to borrow the necessary capital and then purchase an asset of similar value with the leased asset in a similar financial environment and with similar terms and conditions. The lease liabilities include the net present value of the following: 88 • Fixed leases (including the ones that are essentially fixed leases) • Variable leases which are dependent on any indicator • Residual value which is expected to be paid • Exercise price of a put option if the lessor is almost certain regarding the exercise of the option • Penalties for terminating a lease, if the lessor chooses this option After initial recognition, the amount of lease obligations is increased by their finance cost and reduced by the payment of lease payments. If there is a change in the amount of lease payments due to a change in an index, in the estimate of the residual value or in the assessment of a right to purchase, extend or terminate the contract, the amount of the liability is remeasured. In particular, lease liabilities are adjusted if the lease payments change due to a change in an index or a change in the lease term. Right-of-use assets are initially measured at their cost and then reduced by the amount of accumulated depreciation and any recognized impairment. Finally, they are adjusted to specific remeasurements of the corresponding lease liability. The initial measurement of right-of-use assets includes: • The amount of the initial measurement of the lease liability • Lease payments made on or before the commencement date, are reduced by the amount of any discounts or other incentives. • Initial costs are directly attributable to the lease • Restoration costs Each lease payment is allocated between the lease liability and interest, which is charged to income over the lease term to achieve a constant rate of interest on the remaining balance of the financial liability in each period. The right- of-use asset is amortized over the shorter of the asset's useful life or the lease term using a straight-line method. The Group as a Lessor The Group's leases as lessor are classified as operating or finance leases. A lease is classified as a finance lease if it transfers substantially all the risks and rewards associated with the ownership of the underlying asset. Conversely, a lease is classified as operating if it does not transfer substantially all the risks and rewards related to the ownership of the asset. Rental income from operating leases is recognized under the terms of the lease using the straight-line method. Initial direct costs incurred by the Group in negotiating and arranging an operating lease are added to the carrying amount of the leased asset and recognized as lease income over the lease term. Assets under finance leases are derecognized and the Group recognizes a receivable equal to the net investment in the lease. The receivable from leases is discounted using the effective interest method and the carrying amount is adjusted accordingly. Lease payments receivables are increased by interest on the receivable and decreased as lease payments are collected. 6.8.8 Revenue Recognition A five-step model is used to recognize and measure revenue arising from contracts with customers: 1. Identify the contract(s) with a customer. 2. Identify the performance obligations in the contract. 3. Determine the transaction price. 4. Allocate the transaction price to the performance obligations in the contract. 5. Recognise revenue when (or as) the entity satisfies a performance obligation. According to IFRS 15 "Revenue from Contracts with Customers," revenue is recognized in the amount that an entity expects to be entitled to as consideration for the transfer of goods or services to a customer, excluding amounts collected on behalf of third parties (value-added tax, other taxes on sales). Variable amounts are included in the price and are estimated using either the "expected value" method or the "most probable amount" method. 89 An entity recognizes revenue when (or as) it satisfies the performance obligation of a contract by transferring the goods or services promised to the customer. The customer obtains control of the good or service if it has the ability to direct the use and obtain substantially all of the economic benefits from the good or service. Control is transferred over a period of time or at a specific point in time. Revenue from the sale of goods is recognized when control of the goods is transferred to the customer, usually upon delivery, and there is no unfulfilled obligation that could affect the customer's acceptance of the goods. The receivable from the customer is recognized when there is an unconditional right for the entity to receive the consideration for the contract to be performed for the customer. The contractual asset is recognized when the Group has satisfied its obligations to the customer, before the customer pays or before payment is due, for example when the goods or services are transferred to the customer before the Group's right to issue an invoice. The contractual liability is recognized when the Group receives consideration from the customer (prepayment) or when it retains a right to consideration that is unconditional (deferred income) before the performance of the obligations of the contract and the transfer of the goods or services. The contractual obligation is derecognized when the obligations of the contract are fulfilled and the revenue is recognized in the income statement. Revenue is recognized per category as follows: • Sale of goods. The Group's revenue mainly relates to sales of goods for which contracts with customers are generally short-term and include a single performance obligation. Sales of goods, which are made through various channels, are recognized when the Group transfers ownership and the risks associated with ownership of the goods to customers, the goods are accepted by them, and the collection of the receivable is reasonably assured. Sales include shipping costs charged to the customer and are reported net of variable amounts payable to customers due to discounts, financial incentives or promotional activities. • Interest income. Interest income is recognized on an accrual basis using the effective interest rate. • Rental income. Income from operating leases of the Group's properties is recognized gradually over the lease term. • Dividend income. Dividends are recognized as income when the right to receive them is established. 6 .8.9 Income Tax and Deferred Tax Income tax of the Group's subsidiaries and associates is calculated in accordance with the relevant legislation in force on the balance sheet date in the countries in which they operate and in which taxable income arises. The Management periodically reviews the tax calculations and, in cases where the relevant tax legislation is subject to different interpretations, makes a provision for the additional amount expected to be paid to the local tax authorities. Deferred income tax is determined using the liability method based on the temporary differences between the carrying amount and the tax base of assets and liabilities. Deferred income tax is not recognized if it arises from the initial recognition of an asset or liability in a transaction, other than a business combination, which, at the time of the transaction, did not affect either the accounting profit or loss or the taxable profit or loss. Deferred tax is determined using the tax rates that are expected to apply in the period when the asset or liability is settled, taking into account the tax rates (and tax laws) that have been enacted by the balance sheet date. Deferred tax assets are recognized to the extent that there will be future taxable profit for the utilization of the temporary difference that gives rise to the deferred tax asset. Deferred income tax is recognized for temporary differences arising from investments in subsidiaries and associates, except where the reversal of temporary differences is controlled by the Group and it is probable that the temporary differences will not reverse in the foreseeable future. 6.8.10 Contingent Liabilities and Provisions Provisions are recognized when the Group has a present legal or constructive obligation arising from past events and it is probable that an outflow of economic resources will be required to settle the obligation and the amount of the obligation can be reliably estimated. If it is no longer probable that an outflow of resources will be required to settle a liability for which a provision has already been made, then the provision is reversed. In cases where the outflow of economic resources as a result of present commitments is considered unlikely, or the amount of the provision cannot be estimated reliably, no liability is recognized in the financial statements. Contingent 90 liabilities are not recognized in the financial statements but are disclosed unless the possibility of an outflow of economic resources embodying economic benefits is remote. Possible inflows of economic benefits to the Group that do not yet meet the criteria for an asset are considered contingent assets and are disclosed if the inflow of economic benefits is probable. 6.9 Other Accounting Policies 6.9.1 Foreign Currency Translation Functional currency and presentation currency The financial statements of the Group's subsidiaries are presented in the local currency of the country in which they operate. The consolidated financial statements are presented in euros, which is the functional currency and reference currency of the Company and the Group. Transactions and Balances Foreign currency transactions are recorded at the exchange rates prevailing on the date of the transaction. Foreign exchange gains and losses arising from the settlement of such monetary assets and liabilities denominated in foreign currencies are recognized in the income statement. Group companies The operating results and net position of all Group companies (except those operating in hyperinflationary economies) whose functional currency is different from the Group's reference currency are translated into the Group's reference currency as follows: • Assets and liabilities are translated at the exchange rate prevailing at the balance sheet date. • Income and expenses in each company's income statement are translated at the average exchange rate prevailing from the beginning of the financial year to the balance sheet date. • All exchange differences arising from the above are recorded in a separate equity account. 6.9.2 Other Intangible Assets Intangible assets acquired separately are recorded at historical cost. Intangible assets acquired as part of business combinations are recognized at their fair value on the acquisition date. After initial recognition, intangible assets are measured at historical cost less accumulated amortization and accumulated impairment losses. Internally generated intangible assets, other than capitalized development costs, are not capitalized and the costs are recognized in the income statement when incurred. Software programs and related licenses acquired separately are capitalized based on the costs incurred for the acquisition and installation of the specific software, when these are expected to generate economic benefits for the Group beyond one financial year. Expenses incurred for the maintenance of software programs are recognized as an expense as incurred. Amortization of intangible assets is calculated using the straight-line method over their useful lives, which is estimated based on the useful lives of the intangible assets and ranges from 5 to 30 years. Specifically, the main categories of intangible assets are: a) Trademarks, relating to right-of-use trademarks/products, which were recognized during the Group's acquisitions with a useful life of between 20 and 30 years, and b) Software, where the useful life is approximately 5 years. 6.9.3 Investment Property Investment property is held for the purpose of generating rental income and/or capital gains, or both. Such items are initially recognized at acquisition cost, including transaction costs, and are subsequently measured at fair value. The fair value of investment property is determined annually, based on estimates of external independent appraisers. Any changes in fair value are recognized in the income statement, specifically in the item "Other Income" and/or "Other Expenses" of the separate and consolidated Statement of Comprehensive Income. 91 Transfers of real estate from the investment property category are made only when there is a change in their use, as evidenced by the commencement of use by the Group or the commencement of development for sale. An investment in real estate is derecognized upon disposal or when the investment is permanently withdrawn from use and no future economic benefits are expected from its disposal. Gains or losses arising from the withdrawal or disposal of an investment in real estate relate to the difference between the net proceeds of the disposal and the carrying amount of the asset and are recognized in the income statement for the period of withdrawal or disposal. 6.9.4 Cash and Cash Equivalent For cash flow statement purposes, cash and cash equivalents consist of cash on hand and bank deposits less bank overdrafts. In the balance sheet, bank overdrafts are included in borrowings under short-term liabilities. 6.9.5 Share capital Share capital is determined according to the nominal value of the shares issued. A share capital increase through cash contributions includes any share premium on the initial issue of the share capital. Expenses incurred for the issue of shares are shown net of the related income tax, as a reduction in the proceeds from the issue. Expenses related to the issue of shares for the acquisition of businesses are included in the cost of the business acquired. 6.9.6 Employee benefits Short-term benefits Short-term employee benefits (other than termination benefits) in cash and in kind are recognized as an expense when they are incurred. Post-employment benefits Post-employment benefits include lump-sum retirement benefits, pensions, and other benefits paid to employees after the end of their employment in return for their service. The Group's obligations for retirement benefits relate to both defined contribution plans and defined benefit plans. The accrued cost of defined contribution plans is recognized as an expense in the period to which it relates. The retirement plans adopted by the Group are funded in part through payments to insurance companies or state social security institutions. Defined contribution plan Defined contribution plans involve the payment of contributions to insurance companies (e.g., Social Security Fund), with the result that no legal obligation arises for the Group in the event that the State Fund is unable to pay a pension to the insured person. The employer's obligation is limited to paying employer contributions to the Funds. The contribution payable by the Group under a defined contribution plan is recognized as a liability after deducting the contribution paid, while accrued contributions are recognized as an expense in the income statement. Defined benefit plan In accordance with Laws 2112/2020 and 4093/2012, the Group pays compensation to employees upon termination of employment or retirement. The amount of compensation paid depends on the number of years of service, the amount of remuneration and the manner of departure from service (termination or retirement). Entitlement to participate in these plans is established by allocating benefits over the last 16 years until the date of retirement of employees, following the scale set out in Law 4093/2012. The obligation recognized in the Statement of Financial Position for defined benefit plans is the present value of the defined benefit obligation less the fair value of the plan assets (reserve from payments to the insurance company) and any actuarial gains or losses arising from any actuarial or loss and the cost of past service. The defined benefit obligation is calculated annually by an independent actuary using the Projected Unit Credit Method. Under the Projected Unit Credit Method, the cost of a pension benefit is calculated as the actuarial present value at the measurement date of the benefit that the employee will receive based on the projected benefit and years of service with the company up to that date. The benefit is calculated based on the projected pensionable salary at retirement age. A defined benefit plan specifies, based on various parameters such as age, years of service, salary, specific obligations for benefits payable Provisions relating to the period are included in the relevant personnel costs in the accompanying separate and consolidated income statements and consist of the current and past service costs, the related financial costs, the actuarial gains or losses, and any potential additional charges. With regard to unrecognized actuarial gains or losses, the revised IAS 19 is followed, which includes a number of amendments to the accounting for defined benefit plans, including: • the recognition of actuarial gains/losses in other comprehensive income and their definitive exclusion from the results for the period, 92 • non-recognition of expected returns on plan assets in the income statement, but recognizing the related interest on the net liability/(asset) of the benefit calculated using the discount rate used to measure the defined benefit obligation, • recognition of past service costs in the results for the period earlier than the date of modification of the plan or when the related restructuring or termination benefit is recognized, • other changes include new disclosures, such as quantitative sensitivity analysis. 6.9.7 Government Grants The Group recognizes government grants that cumulatively meet the following criteria: a) there is reasonable assurance that the entity has complied or will comply with the terms of the grant, and b) it is probable that the amount of the grant will be received. They are recorded at fair value and recognized systematically in income, based on the principle of matching grants with the related costs they subsidize. Grants relating to assets are included in long-term liabilities as deferred income (income for future periods) and are recognized systematically in income over the useful life of the fixed asset. Grants relating to expenses are recognized as a deduction from those expenses during the period required for their systematic correlation with the expenses subsidized. 6.9.8 Dividend distribution Distribution of dividends to the shareholders of the parent company is recognized as a liability in the consolidated financial statements on the date on which the distribution is approved by the General Meeting of Shareholders. 6.9.9 Related Party Disclosures Related party disclosures are covered by IAS 24, which refers to transactions between an entity that prepares financial statements and its related parties. The primary consideration is the economic substance of the transactions rather than their legal form. 6.9.10 Earnings per Share Basic earnings per share are calculated by dividing the net profit attributable to the shareholders of the parent company by the weighted average number of ordinary shares in issue during each year, excluding the average number of ordinary shares acquired as treasury shares. The weighted average number of ordinary shares in circulation during the accounting period and for all accounting periods presented is adjusted for events that have changed the number of ordinary shares in circulation without a corresponding change in equity. At the end of the reporting period presented, as well as during the comparative period presented, there were no securities potentially convertible into shares that could lead to a reduction in earnings per share. 6.10 Significant Management Estimates The preparation of financial statements requires management to make estimates and assumptions that affect the disclosures included in the financial statements. Management continually evaluates these estimates and assumptions. Estimates and judgments are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. These estimates and assumptions are the basis for making decisions about the carrying amounts of assets and liabilities that are not readily apparent from other sources. The resulting accounting estimates, by definition, will rarely be identical to the actual results. Estimates and assumptions that involve a significant risk of causing substantial changes in the amounts of receivables and liabilities within the next financial year are presented below. 6.10.1 Impairment of Goodwill/Investments in Subsidiaries The Group tests the recognized goodwill for impairment annually (or earlier if there are relevant indications). At the same time, the Company performs an impairment test on investments in subsidiaries when events or circumstances indicate that the carrying amount of investments in subsidiaries may not be recoverable. In this context, the value in use of each cash-generating unit must be calculated. To calculate the value in use, the Group estimates the future cash flows of the cash-generating units and uses an appropriate discount rate to discount these cash flows. Future cash flows are determined based on management's estimates of future profitability and an assessment of current market conditions. The key assumptions used relate to the following factors: discount rate, sales figures for the next five years, gross profit margin, and growth rate after the five-year period. The above calculations require the use of estimates. 93 6.10.2 Useful Life of Tangible Assets Tangible assets are depreciated over their estimated useful lives. The actual useful life of assets is reassessed on an annual basis and may differ due to various factors. 6.10.3 Measurement of Fair Value of Self-owned Assets and Investment Property The fair value of self-owned real estate and investment property is determined by independent appraisers, following internationally recognized valuation techniques, as appropriate. The determination of the fair value of these items requires the adoption of accounting estimates and assumptions in applying the valuation techniques, which relate primarily to expected future market rents and rental yields. 6.10.4 Right-of-use Assets The Group's most significant estimates regarding assets with right of use relate to the determination of the existence of leases in specific transactions, the terms of renewal of lease agreements, and the determination of the discount rate. 6.10.5 Provision for Net Realizable Value of Inventory To determine the net realizable value of inventory, management makes appropriate estimates based on the maturity of the inventories, their movement during each reporting period, and future plans for their disposal. Management makes estimates to calculate any provision for impairment of inventory at each reporting date of the financial statements. 6.10.6 Allowance for Expected Credit Losses on Receivables The Group applies the simplified approach of IFRS 9 for calculating expected credit losses, according to which the loss allowance is always measured at an amount equal to the expected credit losses over the lifetime of the receivables from customers. At each balance sheet date, the historical rates used are updated and estimates of future economic conditions are analyzed. The relationship between historical data, future economic conditions, and expected credit losses involves significant estimates. The amount of expected credit losses depends to a large extent on changes in conditions and projections for future economic performance. 6.10.7 Valuation of Financial Instruments Valuation of financial derivatives is based on market positions at the balance sheet date. The value of derivatives changes on a daily basis and the carrying amounts may differ materially from their value at the reporting date of the financial statements. 6.10.8 Employee Termination Benefits Liabilities for employee compensation are calculated using actuarial methods, which require management to estimate specific parameters such as future increases in employee compensation, the discount rate for these liabilities, the employee turnover rate, etc. Management tries to estimate these parameters as accurately as possible at each reporting date when this provision is reviewed. 6.10.9 Income Tax The Group companies are subject to different income tax laws. Significant judgment is required to determine the Group's provision for income taxes. In the normal course of business, many transactions and calculations occur for which the exact tax liability is uncertain. In the event that the final taxes resulting from tax audits differ from the amounts initially recorded, these differences will affect income tax and deferred tax provisions in the year in which the tax differences were determined. 6.10.10 Contingent Liabilities The existence of contingent liabilities requires management to make assumptions and judgments regarding the likelihood of future events occurring or not occurring and the effect that these events may have on the Group's operations. 6.10.11 Estimate of Variable Consideration for Revenue Recognition Some contracts with customers include discounts, sales promotions, rebates, or other financial incentives that give rise to variable consideration in accordance with IFRS 15. The Group estimates the variable consideration based on historical data, projected volumes and/or sales values, and the terms of the contracts. The Group updates its estimate of the variable consideration at each reporting date and includes in the transaction price only the amount for which it 94 is highly probable that there will be no significant reversal of revenue when the uncertainty related to the variable consideration is removed. 95 7. Notes to financial Statements 7.1 Segment Reporting Geographic segments For management reporting purposes, the Group is structured into four operating geographical segments: Greece, Bulgaria, Other European Union, and Other Countries. Each segment comprises a group of countries, with their geographical location as the main grouping criterion. Sales are allocated per geographical area, based on the country in which the Group's customers are located, while Segment Assets, Segment Liabilities and the Group's results are also allocated by geographical area, according to the country in which the Group companies are established, as follows: Greece Bulgaria Other European Union Other Countries Group 01/01- 01/01- 01/01- 01/01- 01/01- 01/01- 01/01- 01/01- 01/01- 01/01- 31/12/2024 31/12/2023 31/12/2024 31/12/2023 31/12/2024 31/12/2023 31/12/2024 31/12/2023 31/12/2024 31/12/2023 Sales 146.575.722 153.208.311 9.141.101 8.265.823 48.991.019 41.488.086 7.220.652 6.149.603 211.928.494 209.111.823 Intra-group sales (4.913.362) (6.185.169) (231.952) (180.888) 0 0 0 0 (5.145.314) (6.366.057) Sales to Third Parties 141.662.360 147.023.142 8.909.149 8.084.935 48.991.019 41.488.086 7.220.652 6.149.603 206.783.180 202.745.766 Greece Bulgaria Other European Union Other Countries Group 31/12/2024 31/12/2023 31/12/2024 31/12/2023 31/12/2024 31/12/2023 31/12/2024 31/12/2023 31/12/2024 31/12/2023 EBITDA 16.597.022 11.388.505 1.343.958 1.393.731 51.682 (10.836) 0 0 17.992.662 12.771.400 Profit/(Loss) before tax 8.652.390 7.595.086 630.789 725.183 47.368 (14.738) 0 0 9.330.547 8.305.531 Sectoral receivables 196.670.179 203.341.370 7.381.345 8.200.946 11.552.364 11.523.155 0 0 215.603.888 223.065.471 Cross-sectoral receivables (20.311.177) (19.865.924) Total assets in the Group’s Statement 195.292.711 203.199.547 of Financial Position Sectoral Liabilities 70.400.964 82.359.995 5.264.241 7.544.535 45.470 64.410 0 0 75.710.675 89.968.940 Cross-sectoral liabilities (1.159.919) (714.666) Deferred Tax Liabilities 10.940.806 11.217.289 Total Liabilities in the Group’s 85.491.562 100.471.563 Statement of Financial Position 96 Per Product Category The Group divides its operations into four main segments based on product category: a) Business Mill’s Products, b) Consumer Mill’s Products & Mixtures for Bakery and Pastry, c) Mixtures & Raw Materials for Bakery and Pastry, d) Cereals In particular: a) “Business Mill’s Products” include Flour, Semolina and Flour by-products, are available in bulk and in business packages and are addressed to food industries and small craft food industries, bakers and livestock breeders for business use. b) “Consumer Mill’s Products & Mixtures for Bakery and Pastry” include Flour, Semolina and Mixtures for Bakery and Pastry, are available in packages up to 5 kg and are addressed to individual consumers for domestic use. c) “Mixtures & Raw Materials for Bakery and Pastry are available in business packages and are addressed to food industries and small craft food industries, bakers for business use. (d) "Cereals" includes Durum Cereals, available in bulk and intended for professional use in the food industry. Management monitors the total sales, operating results as well as profit/(loss) before tax separately in respect of taking decisions regarding the allocation of resources and performance assessment of each segment. There have been no changes from the comparative period in the measurement methods used to determine the operating segments and the results of each segment. The information regarding operating segments is as follows: 01.01.2024 - 31.12.2024 Consumer Mill’s Mixtures & Raw Business Mill’s Products & Materials for Other Products Cereals Total Products Mixtures for Bakery Bakery & Services and Pastry and Pastry Total Revenue From Gross Sales Per Segment 129.290.807 15.362.666 16.668.168 49.996.614 610.239 211.928.494 Revenue from Intra-Company Sales (630.025) (32.383) (2.843.391) (1.218.898) (420.617) (5.145.314) Revenue from Sales (Net) 128.660.782 15.330.283 13.824.777 48.777.716 189.622 206.783.180 EBITDA 8.926.399 602.337 1.703.790 723.365 200.445 12.156.336 Profit/(Loss) Before Tax 6.111.318 467.403 1.603.176 723.365 425.285 9.330.547 01.01.2023 - 31.12.2023 Consumer Mill’s Mixtures & Raw Business Mill’s Products & Materials for Other Products Cereals Total Products Mixtures for Bakery Bakery & Services and Pastry and Pastry Total Revenue From Gross Sales Per Segment 141.035.766 15.614.228 14.587.463 37.507.823 366.543 209.111.823 Revenue from Intra-Company Sales (700.687) (20.709) (2.752.345) (2.747.989) (144.327) (6.366.057) Revenue from Sales (Net) 140.335.079 15.593.519 11.835.118 34.759.834 222.216 202.745.766 EBITDA 5.452.400 498.631 (58.322) 442.393 93.546 6.428.648 Profit/(Loss) Before Tax 1.674.311 312.183 (492.667) 442.393 6.369.311 8.305.531 In 2024, the "Cereals" category includes a customer of the Group with a share exceeding 10% of total sales. Specifically, the Group's sales to the customer under the title "CASILLO SOCIETA' PER AZIONI" amounted to 13,26% of group sales for the year. In the comparative year 2023, the Group had no sales to this customer. 97 7.2 Property, Plant and Equipment The Group's and the Company's property, plant and equipment are analyzed as follows: Group Assets Furniture Land Plots Buildings Machinery Vehicles Under Total & Fixtures Construction Acquisition cost 01.01.2023 17.041.624 93.697.067 54.547.056 1.786.460 5.625.789 1.390.560 174.088.556 Accumulated depreciation 0 (35.627.253) (26.566.745) (1.065.668) (3.682.608) 0 (66.942.274) 01.01.2023 Net Book Value 01.01.2023 17.041.624 58.069.814 27.980.311 720.792 1.943.181 1.390.560 107.146.282 Additions 0 1.175.468 1.273.466 119.218 185.430 395.461 3.149.043 Decreases & Transfers – 0 341.927 739.489 (269.728) (46.733) (1.309.113) (544.158) Acquisition Value Decreases & Transfers – 0 1.008 41.879 182.167 42.769 0 267.823 Accumulated depreciation Revaluation adjustments (882.000) 2.303.969 0 0 0 0 1.421.969 Depreciation 0 (2.655.650) (1.690.573) (137.048) (997.318) 0 (5.480.589) Acquisition cost 31.12.2023 16.159.624 97.518.431 56.560.011 1.635.950 5.764.486 476.908 178.115.410 Accumulated depreciation 0 (38.281.895) (28.215.439) (1.020.549) (4.637.157) 0 (72.155.040) 31.12.2023 Net Book Value 31.12.2023 16.159.624 59.236.536 28.344.572 615.401 1.127.329 476.908 105.960.370 Additions 84.569 694.498 691.649 31.989 421.948 232.064 2.156.717 Decreases & Transfers – 0 133.864 (378.461) (117.435) (9.506) (418.908) (790.446) Acquisition Value Decreases & Transfers – 0 0 51.585 86.398 6.237 0 144.220 Accumulated depreciation Revaluation adjustments (116.887) 2.410.881 0 0 0 0 2.293.994 Depreciation 0 (2.769.356) (1.712.566) (127.862) (414.137) 0 (5.023.921) Acquisition cost 31.12.2024 16.127.306 100.757.674 56.873.199 1.550.504 6.176.928 290.064 181.775.675 Accumulated depreciation 0 (41.051.251) (29.876.420) (1.062.013) (5.045.057) 0 (77.034.741) 31.12.2024 Net Book Value 31.12.2024 16.127.306 59.706.423 26.996.779 488.491 1.131.871 290.064 104.740.934 Company Assets Furniture Land Plots Buildings Machinery Vehicles Under Total & Fixtures Construction Acquisition cost 01.01.2023 15.710.000 84.918.383 50.119.568 1.096.377 4.511.363 1.000.147 157.355.838 Accumulated depreciation 0 (35.054.355) (25.698.929) (832.384) (3.166.185) 0 (64.751.853) 01.01.2023 Net Book Value 01.01.2023 15.710.000 49.864.028 24.420.639 263.993 1.345.178 1.000.147 92.603.985 Additions 0 1.049.829 804.953 54.501 104.752 387.461 2.401.496 Decreases & Transfers – 0 163.927 722.112 (237.877) (46.109) (968.700) (366.647) Acquisition Value Decreases & Transfers – 0 1.008 40.924 170.556 41.184 0 253.672 Accumulated depreciation Revaluation adjustments (882.000) 2.303.969 0 0 0 0 1.421.969 Depreciation 0 (2.430.242) (1.557.032) (58.041) (865.903) 0 (4.911.218) Acquisition cost 31.12.2023 14.828.000 88.436.108 51.646.633 913.001 4.570.006 418.908 160.812.656 Accumulated depreciation 0 (37.483.589) (27.215.037) (719.869) (3.990.904) 0 (69.409.399) 31.12.2023 Net Book Value 31.12.2023 14.828.000 50.952.519 24.431.596 193.132 579.102 418.908 91.403.257 Additions 26.409 606.870 616.704 8.780 354.489 216.464 1.829.716 Decreases & Transfers – 0 133.864 (378.461) (110.735) (8.901) (418.908) (783.141) Acquisition Value Decreases & Transfers – 0 0 51.585 80.223 6.036 0 137.844 Accumulated depreciation Revaluation adjustments (553.409) 1.939.748 0 0 0 0 1.386.339 Depreciation 0 (2.538.104) (1.566.196) (43.787) (288.948) 0 (4.437.035) Acquisition cost 31.12.2024 14.301.000 91.116.590 51.884.876 811.046 4.915.594 216.464 163.245.570 Accumulated depreciation 0 (40.021.693) (28.729.648) (683.433) (4.273.816) 0 (73.708.590) 31.12.2024 Net Book Value 31.12.2024 14.301.000 51.094.897 23.155.228 127.613 641.778 216.464 89.536.980 98 It should be noted that on December 31, 2024, the last fair value assessment of the Group's and the Company's Land and Buildings was carried out by an independent, reputable appraiser. The key assumptions used to determine the fair value of the Company's and the Group's Land and Buildings are set out in Note 8.1. The total amount (before tax) recorded in Other Comprehensive Income from the measurement of the Group's and the Company's Land and Buildings at fair value stood at € 2.451.888 and € 1.536.205 respectively, as at December 31, 2024 (see Note 7.29). The Asset Revaluation Reserve amounted to € 12.933.938 for the Group and € 11.050.104 for the Company as at December 31, 2024 (see Note 7.14). This reserve represents unrealized gains that are not available for distribution to the parent company's shareholders. If the Group and the Company subsequently measured their Land and Buildings at acquisition cost, less accumulated depreciation and impairment losses, their carrying amount as at December 31, 2024 would stand at € 59.071.108 for the Group and € 51.048.709 for the Company. The Company's property, plant, and equipment include encumbrances (see Note 9.4). 7.3 Investment Property The Group’s and the Company’s investment property is analyzed as follows: Group Company Book value 01.01.2023 515.986 495.994 Additions 0 0 Revaluation adjustments (18.994) (18.994) Book value 31.12.2023 496.992 477.000 Additions 0 0 Revaulation adjustments 21.027 13.000 Book value 31.12.2024 518.019 490.000 It should be noted that on December 31, 2024, the last fair value assessment of the Group's and the Company's Investment Property was carried out by an independent, reputable appraiser. The key assumptions used to determine the fair value of the Company's and the Group's Investment Property are set out in Note 8.1. Rental Income from Investment Property for the Group and the Company for 2024 and the previous year amounted to € 6.278,00 for the Group and € 4.800,00 for the Company versus € 5.235,00 and € 4.800,00 respectively last year. 7.4 Right-of-use assets and Lease Liabilities The Group's and the Company's Right-of-use Assets are analyzed as follows : Group Vehicles Acquisition cost 01.01.2023 1.380.372 Accumulated depreciation 01.01.2023 (550.707) Net Book Value 01.01.2023 829.665 Additions 943.411 Decreases & Transfers – Acquisition cost (197.975) Decreases & Transfers – Accumulated Depreciation 184.763 Depreciation (441.962) Acquisition cost 31.12.2023 2.125.808 Accumulated Depreciation 31.12.2023 (807.906) Net Book Value 31.12.2023 1.317.902 Additions 748.579 Decreases & Transfers – Acquisition cost (362.224) 99 Decreases & Transfers – Accumulated Depreciation 325.102 Depreciation (532.058) Acquisition cost 31.12.2024 2.512.163 Accumulated Depreciation 31.12.2024 (1.014.862) Net Book Value 31.12.2024 1.497.301 Company Vehicles Acquisition cost 01.01.2023 1.027.246 Accumulated Depreciation 01.01.2023 (386.519) Net Book Value 01.01.2023 640.727 Additions 857.938 Decreases & Transfers – Acquisition cost (138.812) Decreases & Transfers – Accumulated Depreciation 133.420 Depreciation (352.445) Acquisition cost 31.12.2023 1.746.372 Accumulated Depreciation 31.12.2023 (605.544) Net Book Value 31.12.2023 1.140.828 Additions 689.719 Decreases & Transfers – Acquisition cost (222.241) Decreases & Transfers – Accumulated Depreciation 200.587 Depreciation (445.629) Acquisition cost 31.12.2024 2.213.850 Accumulated Depreciation 31.12.2024 (850.586) Net Book Value 31.12.2024 1.363.264 The "Statement of Financial Position" includes the following amounts related to Lease Liabilities: Group Company 31.12.2024 31.12.2023 31.12.2024 31.12.2023 Non - current lease liabilities 1.007.641 885.973 949.371 783.207 Current lease liabilities 527.808 458.384 448.209 379.970 Total: 1.535.449 1.344.357 1.397.580 1.163.177 Lease liabilities as at 31/12/2023 are analyzed as follows: Group Up to 1 years 2-5 years> 5yearsTotal Lease liabilities 501.876 931.679 7.173 1.440.728 (43.492) (52.807) (72) (96.371)Financial expense Net Present Value of the Liability 458.384 878.872 7.101 1.344.357 Up to 1 years 2-5 years> 5yearsTotal Lease liabilities 418.647 825.495 7.173 1.251.315 (38.677) (49.389) (72)(88.138)Financial expense Net Present Value of the Liability 379.970 776.106 7.101 1.163.177 L ease liabilities carried forward as at 31/12/2024 are analyzed as follows: 100 Group Up to 1 years 2-5 years > 5years Total Lease liabilities 587.673 1.080.379 8.220 1.676.272 Financial expense (59.865) (80.823) (135) (140.823) Net Present Value of the Liability 527.808 999.556 8.085 1.535.449 Up to 1 years 2-5 years > 5years Total Lease liabilities 503.946 1.020.244 8.220 1.532.410 Financial expense (55.737) (78.958) (135) (134.830) Net Present Value of the Liability 448.209 941.286 8.085 1.397.580 Change in lease liabilities is as follows: Group Company Opening Balance of Lease Liabilities 2023 846.145 653.189 Acquisitions 943.411 857.938 Interest Charges 46.057 39.496 Lease Payments (477.869) (381.879) Modification in the Contract’s Terms (13.387) (5.567) Closing Balance of Lease Liabilities 2023 1.344.357 1.163.177 Opening Balance of Lease Liabilities 2024 1.344.357 1.163.177 Acquisitions 748.579 689.719 Interest Charges 61.724 55.469 Lease Payments (582.088) (489.130) Modification in the Contract’s Terms (37.123) (21.655) Closing Balance of Lease Liabilities 2024 1.535.449 1.397.580 The Group and the Company have chosen not to recognize a lease liability for short-term leases (i.e., leases with an expected term of less than or equal to 12 months) as well as for leases of assets of insignificant value. The related lease payments are recognized in the income statement for the period using the straight- line method. In 2024, the total amount of these leases stood at € 465.484 for the Group (2023: € 496.776) and € 375.376 for the Company (2023: € 395.702). 7.5 Intangible Assets Intangible Assets of the Group and the Company are analyzed as follows: Group Software Trademarks Total Acquisition cost 01.01.2023 2.491.345 717.206 3.208.551 Accumulated amortization 01.01.2023 (1.451.118) (15.575) (1.466.693) Net Book Value 01.01.2023 1.040.227 701.631 1.741.858 Additions 166.097 0 166.097 Amortization (384.627) (35.574) (420.201) Acquisition cost 31.12.2023 2.657.442 717.206 3.374.648 Accumulated amortization 31.12.2023 (1.835.745) (51.149) (1.886.894) Net Book Value 31.12.2023 821.697 666.057 1.487.754 Additions 98.062 0 98.062 Amortization (404.591) (35.573) (440.164) Acquisition cost 31.12.2024 2.755.504 717.206 3.472.710 Accumulated amortization 31.12.2024 (2.240.336) (86.722) (2.327.058) Net Book Value 31.12.2024 515.168 630.484 1.145.652 101 Company Software Trademarks Total Acquisition cost 01.01.2023 2.349.329 17.206 2.366.535 Accumulated amortization 01.01.2023 (1.343.100) (15.575) (1.358.675) Net Book Value 01.01.2023 1.006.229 1.631 1.007.860 Additions 149.737 0 149.737 Amortization (368.557) (574) (369.131) Acquisition cost 31.12.2023 2.499.066 17.206 2.516.272 Accumulated amortization 31.12.2023 (1.711.657) (16.149) (1.727.806) Net Book Value 31.12.2023 787.409 1.057 788.466 Additions 98.062 0 98.062 Amortization (388.238) (573) (388.811) Acquisition cost 31.12.2024 2.597.128 17.206 2.614.334 Accumulated amortization 31.12.2024 (2.099.895) (16.722) (2.116.617) Net Book Value 31.12.2024 497.233 484 497.717 7.6 Goodwill Goodwill is analyzed as follows 31.12.2024 31.12.2023 Opening Balance 1.000.000 1.000.000 Acquisitions / (Disposals) 0 0 Impairments 0 0 Closing Balance 1.000.000 1.000.000 The recognized goodwill relates entirely to the subsidiary "KENFOOD S.A." and is subject to annual impairment test in accordance with the applicable accounting framework. The recoverable amount of goodwill as at December 31, 2024 has been determined based on the calculation of the net discounted cash flows expected to arise from the subsidiary's activities (value in use method). The key assumptions used to determine the goodwill at 31.12.2024 are as follows: • WACC/Weighted Average Cost Of Capital: WACC used amounted to 6,90%. • EBITDA: the budgetary amounts of EBITDA have been determined according to previous experience and comply with assumptions according to “value in use” approach. The main assumptions reflect previous experience of the Management and other available information from internal sources regarding the course of the industry. • Business plan cash flows: cash flows used in calculating the value in use were based on the subsidiary's approved business plan covering a period of five years. Sales beyond the five-year period have been extrapolated using a growth rate of 3,30% beyond the five-year period. The impairment test did not reveal any need to recognize an impairment loss on the recognized goodwill. On December 31, 2024, the management conducted a sensitivity analysis of the recoverable amount in relation to changes in certain key assumptions, as presented above. Specifically: • An increase in the weighted average cost of capital (WACC) by half a percentage point (0,5%) results in a 11,93% decrease in the recoverable amount of the subsidiary. A corresponding decrease in WACC by half a percentage point (0,5%) results in an increase of 15,76%. • An increase in the perpetual sales growth rate by half a percentage point (0,5%) results in an increase of 11,04% in the recoverable amount of the subsidiary. A corresponding decrease in the same growth rate by half a percentage point (0,5%) results in a decrease of 8,35%. The above analyses do not indicate any need for impairment of goodwill for the Group. 102 7.7 Investments in Subsidiaries Investments in subsidiaries are analyzed as follows : Direct Direct Country of participation participation 31.12.2024 31.12.2023 Incorporation rate % of the rate % of the parent parent Kenfood S.A. Greece 99,996% 11.338.733 99,993% 11.338.733 Loulis Logistics Services S.A. Greece 99,677% 44.900 99,677% 44.900 LEP ENERGY COMMUNITΥ COOPERATIVE Greece 20,000% 12.000 20,000% 12.000 SOCIETY Ltd Loulis International Foods Enterprises Cyprus 100,000% 7.731.625 100,000% 7.731.625 Bulgaria Ltd Total 19.127.258 19.127.258 In accordance with the accounting policies followed and the requirements of IAS 36, the Company tests its assets for impairment at the end of each annual reporting period if there are indications of impairment. As at December 31, 2024, there were no indications of impairment of investments in subsidiaries. 7.8 Other Non – current assets Other Non – current assets of the Group and the Company are analyzed as follows: Group Company 31.12.2024 31.12.2023 31.12.2024 31.12.2023 Guarantees given 42.933 83.322 15.939 15.939 Advance Payments to Suppliers for Non-Current Assets 1.331.181 1.097.325 1.011.181 263.625 Other Non-Current Receivables 4.052 4.867 0 0 Total: 1.378.166 1.185.514 1.027.120 279.564 7.9 Inventory The Group’s and the Company’s inventories are analyzed as follows: Group Company 31.12.2024 31.12.2023 31.12.2024 31.12.2023 Merchandise 831.499 684.602 722.800 513.171 Finished & Semi-Finished Products 4.946.792 4.733.067 3.981.115 3.797.104 Raw and Packing Materials 21.479.009 25.673.226 15.560.086 19.516.785 Consumables and Other Stocks 34.204 15.180 27.729 15.180 Asset’s spare parts 26.216 26.216 26.216 26.216 Total: 27.317.720 31.132.291 20.317.946 23.868.456 7.10 Trade Receivables The Group’s and the Company’s trade receivables are analyzed as follows: Group Company 31.12.2024 31.12.2023 31.12.2024 31.12.2023 Customers/Other Trade 42.073.185 40.449.202 39.103.463 35.865.601 receivables Notes Overdue 431.278 431.278 429.478 429.478 Cheques Receivable 10.207.529 11.665.009 9.333.811 11.034.368 Cheques Receivable Overdue 3.564.783 3.636.134 3.432.704 3.516.478 Receivables from Related Companies 0 125.000 46.217 144.095 Less: Provisions (8.580.493) (7.659.544) (8.350.113) (7.242.507) Total: 47.696.282 48.647.079 43.995.560 43.747.513 103 All amounts relate to short-term receivables. The net carrying amount of trade receivables is reasonably considered to approximate their fair value at the reporting date. On December 31, 2024, and December 31, 2023, the maturity of current and past due trade receivables from customers was as follows: Group Company 31.12.2024 31.12.2023 31.12.2024 31.12.2023 Trade Receivables not in arrears 39.576.876 42.485.783 36.602.142 38.175.537 Trade Receivables overdue 1-60 days 7.136.478 4.163.722 6.464.298 3.766.773 Trade Receivables overdue 61-180 days 1.229.732 1.082.721 1.176.285 1.008.019 Trade Receivables overdue >181 days 8.333.689 8.574.397 8.102.948 8.039.691 Total: 56.276.775 56.306.623 52.345.673 50.990.020 The Group and the Company apply the simplified approach of IFRS 9 and calculate expected credit losses over the life of their receivables. The tables below provide information on the Group's and the Company's exposure to credit risk: Group - 31.12.2023 Not Overdue Overdue Overdue Total in arrears 1-60 days 61-180 days > 181 days Total of Trade Receivables 42.485.783 4.163.722 1.082.721 8.574.397 56.306.623 Expected credit Loss 0 (107.547) (212.377) (7.339.620) (7.659.544) Expected % of Credit Loss 0,00% -2,58% -19,62% -85,60% -13,60% Company - 31.12.2023 Not Overdue Overdue Overdue Total in arrears 1-60 days 61-180 days > 181 days Total of Trade Receivables 38.175.537 3.766.773 1.008.019 8.039.691 50.990.020 Expected credit Loss 0 (104.972) (199.046) (6.938.489) (7.242.507) Expected % of Credit Loss 0,00% -2,79% -19,75% -86,30% -14,20% Group - 31.12.2024 Not Overdue Overdue Overdue Total in arrears 1-60 days 61-180 days > 181 days Total of Trade Receivables 39.576.876 7.136.478 1.229.732 8.333.689 56.276.775 Expected credit Loss (73.111) (95.335) (234.870) (8.177.177) (8.580.493) Expected % of Credit Loss -0,18% -1,34% -19,10% -98,12% -15,25% Company - 31.12.2024 Not Overdue Overdue Overdue Total in arrears 1-60 days 61-180 days > 181 days Total of Trade Receivables 36.602.142 6.464.298 1.176.285 8.102.948 52.345.673 Expected credit Loss (73.111) (93.020) (228.264) (7.955.718) (8.350.113) Expected % of Credit Loss -0,20% -1,44% -19,41% -98,18% -15,95% 7.11 Financial Assets & Liabilities at Fair Value The Group and the Company are subject to the risk of interest rate fluctuations, primarily due to loans held at floating interest rates. To hedge the risk of fluctuations in interest rates, the Group and the Company periodically enter into interest rate swaps to ensure that the cost (or part of it) of long-term borrowings is kept fixed against a fluctuation in the Euribor rate. No hedge accounting is used for the interest rate swaps signed. The Group's and the Company's open positions are measured at fair value at every reporting period. 104 In order to hedge the risk of fluctuations in raw material (wheat) prices to which the Group and the Company are subject, primarily due to future flour sales contracts, the Group and the Company periodically sign options and/or futures contracts in order to ensure that the cost (or a part of it) of the raw material (wheat) remains stable from a fluctuation in its price in the current market. No hedge accounting is used for options and futures contracts signed. The Group's and the Company's open positions are measured at fair value at every reporting period. Consequently, the Group's and the Company's Financial Assets at Fair Value and Financial Liabilities at Fair Value are analyzed as follows: Non-current assets - Financial assets at fair value Group Company 31.12.2024 31.12.2023 31.12.2024 31.12.2023 IRS 156.441 0 156.441 0 Futures 92.500 21.825 92.500 0 Total: 248.941 21.825 248.941 0 Current liabilities - Financial liabilities at fair value Group Company 31.12.2024 31.12.2023 31.12.2024 31.12.2023 IRS 357.390 0 357.390 0 Total: 357.390 0 357.390 0 7.12 Cash and Cash Equivalent Cash and Cash Equivalent of the Group and the Company are analyzed as follows: Group Company 31.12.2024 31.12.2023 31.12.2024 31.12.2023 Cash in Hand 63.417 75.246 54.866 55.762 Cash at Bank 6.496.316 8.839.777 4.323.746 6.759.170 Total: 6.559.733 8.915.023 4.378.612 6.814.932 7.13 Other Current Assets Other Current Assets of the Group and the Company are are analyzed as follows: Group Company 31.12.2024 31.12.2023 31.12.2024 31.12.2023 Sundry Debtors 2.032.026 2.964.109 1.731.339 2.723.195 Receivables from the Greek State 1.789.115 717.306 1.575.365 657.090 Prepaid Expenses 355.589 340.161 286.194 326.870 Accrued Income Receivable 0 0 0 0 Short-term Receivables from Related Parties 0 0 43 0 Minus: Provisions(986.767) (986.779) (986.348) (986.360) Total: 3.189.963 3.034.797 2.606.593 2.720.795 7.14 Share Capital, Share Premium and Other Reserves As of 31/12/2024 and 31/12/2023, the Company's share capital amounts to € 16.093.063,20 divided into 17.120.280 nominal shares of nominal value € 0.94 each. All shares are listed for trading on the Athens Stock Exchange, in the Medium and Small Capitalization category. The account Share Premium amounts to € 29.547.925 both as at 31/12/2024 and 31/12/2023. 105 Other Reserves of the Group and the Company are analyzed as follows: Group Company 31.12.2024 31.12.2023 31.12.2024 31.12.2023 Statutory Reserves 2.619.352 2.240.985 2.516.609 2.138.242 Extraordinary Reserves 103.990 103.990 103.990 103.990 Tax exempted Reserves 3.208.286 3.208.286 3.208.286 3.208.286 Asset Revaluation Reserve 12.933.938 10.914.071 11.050.104 9.851.864 Reserve from Foreign Exchange Differences 1.061.889 1.061.889 0 0 Other Reserves 7.651.779 7.651.779 6.592.716 6.592.716 Retained earnings 36.558.765 31.882.742 37.513.571 34.696.455 Total: 64.137.999 57.063.742 60.985.276 56.591.553 7.15 Non – current and Current Loan Liabilities The Group's and the Company's loan liabilities are analyzed as follows : Group Company Short-Term Borrowings 31.12.2024 31.12.2023 31.12.2024 31.12.2023 Term Loans 5.999.245 7.305.446 3.500.006 3.055.739 Bond Loans 33.915.809 21.165.809 33.200.000 20.150.000 Total: 39.915.054 28.471.255 36.700.006 23.205.739 Group Company Long-Term Borrowings 31.12.2024 31.12.2023 31.12.2024 31.12.2023 Bond Loans 7.160.931 35.001.739 6.100.000 30.525.000 Total: 7.160.931 35.001.739 6.100.000 30.525.000 Total Borrowing: 47.075.985 63.472.994 42.800.006 53.730.739 The total financial cost of long-term and short-term loan and lease obligations for 2024 and 2023 is included in "Financial expenses" in the Statement of Comprehensive Income. The total borrowings of the Group and the Company are denominated in euros. The Group's and the Company's average borrowing rate for the year ended 31/12/2024 was 5,00% and 5,16%, respectively. As part of their effective loan liabilities, the Group and the Company are required to comply with certain covenants and financial ratios calculated over the Group's annual consolidated financial statements. As at 31/12/2024, the Group and the Company were in compliance with these covenants and financial ratios. To secure the Company's bond loans, mortgages and liens have been formed on its fixed assets (see Note 9.4). On 30/07/2024, the Company issued a € 8,0 million, three-year common bond loan to cover its working capital needs and to refinance existing borrowings. The principal of the loan was provided by "Eurobank Bank Anonimos Company". As of 31/12/2024, the balance of this loan amounted to € 4,0 million. On 18/12/2024, the Company entered into a joint bond loan of € 5,0 million with a maturity of two years to cover working capital needs and to refinance existing bank borrowings. The principal of the loan was provided by "Alpha Bank Anonimos Company" with the guarantee of the European Investment Bank (EIB), under the guarantee programme "LRS Enhanced Support for Midcaps". The loan was disbursed in 2025. The changes in Total Borrowings and Lease Obligations of the Group and the Company are analyzed as follows: 106 Group Short-Term Long-Term Lease Total Borrowings Borrowings Liabilities Balance at 01.01.2023 18.527.222 60.077.548 846.145 79.450.915 Cash Flow: - Proceeds from Bank Borrowings 15.234.031 9.740.000 24.974.031 - Repayment of Bank Borrowings (26.455.809) (13.650.000) (40.105.809) - Rentals (477.869) (477.869) Non-Cash Flow: - Reclassification from Long-Term to Short-Term Borrowing 21.165.811 (21.165.809) 2 New Rentals 943.411 943.411 - Other changes 32.670 32.670 Balance at 31.12.2023 28.471.255 35.001.739 1.344.357 64.817.351 Balance at 01.01.2024 28.471.255 35.001.739 1.344.357 64.817.351 Cash Flow: - Proceeds from Bank Borrowings 6.012.279 8.475.000 14.487.279 - Repayment of Bank Borrowings (28.484.287) (2.400.000) (30.884.287) - Rentals (582.088) (582.088) Non-Cash Flow: - Reclassification from Long-Term to Short-Term Borrowing 33.915.807 (33.915.808) (1) New Rentals 748.579 748.579 - Other changes 24.601 24.601 Balance at 31.12.2024 39.915.054 7.160.931 1.535.449 48.611.434 Company Short-Term Long-Term Lease Total Borrowings Borrowings Liabilities Balance at 01.01.2023 12.751.710 53.675.000 653.189 67.079.899 Cash Flow: - Proceeds from Bank Borrowings 10.054.028 9.000.000 19.054.028 - Repayment of Bank Borrowings (19.750.000) (12.000.000) (31.750.000) - Rentals (381.879) (381.879) Non-Cash Flow: - Reclassification from Long-Term to Short-Term Borrowing 20.150.001 (20.150.000) 1 New Rentals 857.938 857.938 - Other changes 33.929 33.929 Balance at 31.12.2023 23.205.739 30.525.000 1.163.177 54.893.916 Balance at 01.01.2024 23.205.739 30.525.000 1.163.177 54.893.916 Cash Flow: - Proceeds from Bank Borrowings 5.669.268 8.775.000 14.444.268 - Repayment of Bank Borrowings (25.375.000) 0 (25.375.000) - Rentals (489.130) (489.130) Non-Cash Flow: - Reclassification from Long-Term to Short-Term Borrowing 33.199.999 (33.200.000) (1) 107 New Rentals 689.719 689.719 - Other changes 33.814 33.814 Balance at 31.12.2024 36.700.006 6.100.000 1.397.580 44.197.586 The maturity periods of the long-term borrowing for the Group and the Company are presented below as follows: Group Company Repayment Repayment of Bond Loans of Bond Loans Within 2025 33.915.809 33.200.000 Within 2026 2.115.809 1.400.000 Within 2027 5.045.122 4.700.000 Total: 41.076.740 39.300.000 7.16 Deferred Tax Liabilities Deferred Tax Assets/Liabilities of the Group and the Company are analyzed as follows: Group Company 31.12.2024 31.12.2023 31.12.2024 31.12.2023 Deferred Tax Asset 1.652.327 1.287.777 1.571.302 1.128.039 Deferred Tax Liability (12.593.133) (12.505.066) (12.203.263) (12.220.280) Total: (10.940.806) (11.217.289) (10.631.961) (11.092.241) Group Company Opening Balance of Deferred Tax Asset/(Liability) 2023 (11.577.432) (11.423.856) Deferred Tax Asset due to Provision for Inventory Obsolescence 22.727 (22.000) Deferred Tax Asset due to Provision for Receivables 130.844 135.125 Deferred Tax Asset due to Provision for Employee Compensation 10.399 8.774 Deferred Tax Asset due to Other Liabilities 91.780 92.404 Deferred Tax Liability due to Fixed Assets 238.113 241.672 Deferred Tax Liability due to Other Intangible Assets (6.105) 1.718 Deferred Tax Liability due to Right of use Assets (109.377) (110.022) Deferred Tax Liability due to Participation in Associates (18.119) (18.119) Deferred Tax Liability due to Other Receivables (119) 2.063 Closing Balance of Deferred Tax Asset/(Liability) 2023 (11.217.289) (11.092.241) Opening Balance of Deferred Tax Asset/(Liability) 2024 (11.217.289) (11.092.241) Deferred Tax Asset due to Provision for Inventory Obsolescence (27.994) 0 Deferred Tax Asset due to Provision for Receivables 206.380 250.758 Deferred Tax Asset due to Provision for Employee Compensation 27.820 26.105 Deferred Tax Asset due to Other Liabilities 158.344 166.400 Deferred Tax Liability due to Fixed Assets 11.499 119.077 Deferred Tax Liability due to Other Intangible Assets (6.057) 1.643 Deferred Tax Liability due to Right of use Assets (40.924) (48.936) Deferred Tax Liability due to Participation in Associates 0 0 Deferred Tax Liability due to Other Receivables (52.585) (54.767) Closing Balance of Deferred Tax Asset/(Liability) 2024 (10.940.806) (10.631.961) 108 The change in Deferred Tax Assets/Liabiltiies for the Group and the Company, is analyzed as follows: Group Company 31.12.2024 31.12.2023 31.12.2024 31.12.2023 Deferred Tax Asset/(Liability) – Opening (11.217.289) (11.577.432) (11.092.241) (11.423.856) Balance Deferred Income Tax recognized through Profit or 691.623 670.605 782.333 642.401 Loss Deferred Income Tax recognized through Other (415.140) (310.462) (322.053) (310.786) Comprehensive Income Deferred Tax Asset / (Liability) – Closing (10.940.806) (11.217.289) (10.631.961) (11.092.241) Balance Deferred Tax Assets and Deferred Tax Liabilities are included offset in the item “Deferred Tax Obligaitons” of the Statement of Financial Position. 7.17 Defined benefit obligation The liability defined benefit obligation is presented in the financial statements in accordance with IAS 19 and is based on an actuarial study conducted as at December 31, 2024. The following key economic assumptions were used in the calculations: Group Company 31.12.2024 31.12.2023 31.12.2024 31.12.2023 Discount Rate 2,78% 3,08% 2,78% 3,08% Expected Salary Increase 2,40% 2,40% 2,40% 2,40% Inflation 2,00% 2,10% 2,00% 2,10% The amounts recognised in the Statement of Comprehensive Income relating to the cost of the defined benefit obligation are as follows: Group Company 31.12.2024 31.12.2023 31.12.2024 31.12.2023 Current Cost Service 51.664 47.738 42.637 39.767 Interest Cost 13.033 13.338 11.887 12.354 Settlement/Curtailment Impact 162.516 220.422 95.659 190.810 Amounts charged in Profit & Loss Statement: 227.213 281.498 150.183 242.931 Actuarial (Profit)/Loss for the period 76.176 10.649 72.328 9.303 Amounts charged in Comprehensive Income Statement: 303.389 292.147 222.511 252.234 The change in the present value of the defined benefit obligations as recognized in the Statement of Financial Position is presented in the table below: Group Company 31.12.2024 31.12.2023 31.12.2024 31.12.2023 Defined Benefit Obligations – Opening Balance: 423.133 373.618 385.935 346.055 Total Expense 227.213 281.498 150.183 242.931 Actuarial (Profit)/Loss for the period 76.176 10.649 72.328 9.303 Benefits paid (175.109) (242.632) (103.850) (212.354) Defined Benefit Obligations – Closing Balance: 551.413 423.133 504.96 385.935 5 The sensitivity of the defined benefit obligation to a negative or positive change in key economic assumptions as at December 31, 2024 is as shown in the table below: 109 Group Company Increase of discount rate by 0,5% -2,2% -2,1% Decrease of discount rate by 0,5% 2,3% 2,2% Increase of expected wage by 0,5% 1,7% 2,1% Decrease of expected wage by 0,5% -2,2% -2,1% 7.18 Other Non – current Liabilities The Group's and the Company's other long-term liabilities are analyzed as follows: Group Company 31.12.2024 31.12.2023 31.12.2024 31.12.2023 Subsidies for Fixed Assets 2.902.026 3.061.844 2.902.026 3.061.844 Other Long-Term Liabilities 0 40.903 0 0 Total: 2.902.026 3.102.747 2.902.026 3.061.844 7.19 Trade Payables The Group's and the Company's trade payables are analyzed as follows: Group Company 31.12.2024 31.12.2023 31.12.2024 31.12.2023 Suppliers (Third Parties) 14.082.138 11.582.276 11.670.092 10.278.033 Intra-Group Suppliers 0 0 1.113.659 570.571 Cheques Payable (Post-Dated) 1.507.132 1.002.606 0 0 Advance Payments from Customers 1.129.480 942.147 859.763 873.203 Total: 16.718.750 13.527.029 13.643.514 11.721.807 7.20 Tax Liabilities The Group's and the Company's tax liabilities are analyzed as follows: Group Company 31.12.2024 31.12.2023 31.12.2024 31.12.2023 Tax & Duties Payable (Not Including Income Tax) 511.545 398.070 464.874 326.081 Income Tax on Profits 1.816.388 2.670.781 1.449.583 2.607.303 Total: 2.327.933 3.068.851 1.914.457 2.933.384 7.21 Accrued and Other Current Liabilities The Company's and the Group's accrued and other current liabilities are as follows : Group Company 31.12.2024 31.12.2023 31.12.2024 31.12.2023 Insurance and Pension Fund Dues 480.937 496.506 424.783 396.343 Dividends Payables 8.907 0 8.907 0 Sundry Creditors 653.742 2.703.925 615.568 2.666.344 Deferred Income 1.382 1.373 1.382 1.373 Accrued Expenses 1.936.842 1.113.359 1.761.557 982.341 Total: 3.081.810 4.315.163 2.812.197 4.046.401 7.22 Sales The Group's and the Company's sales are analyzed as follows : 110 Group Company 2024 2023 2024 2023 Professional Flour Mill Products 128.660.782 140.335.078 115.716.456 125.951.281 Consumer Flour Mill Products & Bakery and Pastry Mixtures 15.330.283 15.593.519 15.362.666 15.614.228 Mixtures & Raw Material for Bakery & Pastry 13.824.777 11.835.118 0 0 Cereals 48.777.716 34.759.834 48.777.716 34.759.834 Other Goods and Services 189.622 222.217 607.402 338.099 Total 206.783.180 202.745.766 180.464.240 176.663.442 The Group's and the Company's Sales, depending on the country where the customers are located, are broken down as follows : Group Company 2024 2023 2024 2023 Sales within Greece 141.662.360 147.023.142 134.127.851 139.729.648 Sales outside Greece 65.120.820 55.722.624 46.336.389 36.933.794 206.783.180 202.745.766 180.464.240 176.663.442 7.23 Cost of Sales, Distribution & Administrative Expenses Cost of Sales, Distribution & Administrative Expenses of the group and the Company are analyzed as follows: Group Company 2024 2023 2024 2023 Materials (151.873.720) (156.816.712) (135.575.203) (138.989.877) Salaries and Staff Cost (14.730.426) (12.345.660) (11.826.481) (9.947.664) Third Party Fees (3.242.033) (2.936.843) (2.510.732) (1.914.398) Utilities (7.462.605) (7.000.272) (6.624.751) (6.116.440) Transport expenses (8.480.102) (8.583.726) (7.586.576) (7.554.074) Other Expenses (4.571.028) (4.486.364) (3.496.627) (3.404.795) Taxes-Fees (443.047) (378.911) (412.607) (333.579) Depreciation (5.996.143) (6.342.752) (5.271.475) (5.632.794) Total: (196.799.104) (198.891.240) (173.304.452) (173.893.621) 7.24 Other Income The Group's and the Company's other income is analysed as follows: Group Company 2024 2023 2024 2023 Other Operating Income 666.677 864.678 741.994 619.197 Extraordinary and Non-Operating Income 3.256.498 3.142.157 3.256.480 3.141.510 Extraordinary Profit 363.125 13.932 363.125 9.881 Income from Prior Period Provisions 459.304 661.764 12 182.360 Income arising from exchange differences 0 214 0 0 Total 4.745.604 4.682.745 4.361.611 3.952.948 7.25 Other Expenses The Group's and the Company's Other Expenses are analyzed as follows: 111 Group Company 2024 2023 2024 2023 Extraordinary and Non-Operating Expenses (784.082) (956.908) (383.896) (446.757) Extraordinary Losses (532.578) (182.382) (531.649) (54.714) Provisions for Extraordinary Contingencies (1.252.996) (963.060) (1.107.606) (676.302) Loss arising from Exchange Differences (3.688) (6.273) 0 0 Total (2.573.344) (2.108.623) (2.023.151) (1.177.773) Provisions for Extraordinary Risks primarily relate to expected credit losses on trade receivables, while Other Expenses mainly relate to final write-offs of trade receivables. 7.26 Other Financial Results The Group's and the Company's other financial results are analyzed as follows : Group Company 2024 2023 2024 2023 Valuation of Financial Derivatives 362.204 72.649 268.941 30.787 at Fair Value (Income) Valuation of Financial Derivatives (571.240) (539.603) (402.390) (536.865) at Fair Value (Expense) (209.036) (466.954) (133.449) (506.078) 7.27 Financial (Expenses)/Income The Group's and the Company's financial expenses and financial income are as follows : Group Company 2024 2023 2024 2023 Interest Charges and Relevant Expenses (2.853.758) (5.140.450) (2.565.491) (4.569.954) Other Financial Expenses (70.084) (65.989) (41.603) (43.848) Interest Income and Relevant Income 307.089 7.550.276 298.154 7.670.684 Total (2.616.753) 2.343.837 (2.308.940) 3.056.882 "Interest income & Related Income" item of the comparative period includes primarily for the Group and the Company (a) gains of € 7,22 million arising from early termination and full liquidation of the Interest Rate Swaps (IRS) as of April and December 2021 of total nominal value € 50 million and (b) loss of € 1,19 million recognized as the amortized balance of the prepayment of the liability incurred upon the signing of the aforementioned Interest Rate Swap (IRS) Contracts. 7.28 Income Tax The Group’s and the Company’s Income Tax is analyzed as follows: Group Company 2024 2023 2024 2023 Current Income tax (2.861.284) (2.662.198) (2.531.860) (2.607.303) Deferred Tax Income recognized at Profit & Loss 691.623 670.605 782.333 642.401 Income Tax of Previous Years 7.294 0 0 0 Other (592) (51.530) 0 (46.716) Total: (2.162.959) (2.043.123) (1.749.527) (2.011.618) The reconciliation between the Income Tax attributable to the profit before tax, based on the applicable Income Tax rate in Greece (2024: 22,0%, 2023: 22,0%), and the tax finally charged to the results of the period is as follows: 112 Group Company 2024 2023 2024 2023 Profit/(Loss) Before Tax 9.330.547 8.305.531 7.055.859 8.095.800 Income Tax Rate in Greece 22,0% 22,0% 22,0% 22,0% Expected Income Tax for the year (2.052.720) (1.827.217) (1.552.289) (1.781.076) Effect of different tax rates in other countries 80.194 85.623 0 0 Plus/(Less) adjustments for: Non-deductible business expenses (287.930) (329.195) (199.521) (232.704) Special Expenses with Increased Discount 44.245 3.896 8.159 3.567 Tax carried forward to be offset in subsequent years (1.066) (30.920) 0 0 Tax offset from previous years 51.231 62.720 0 0 Previous years income tax 7.294 0 0 0 Other (4.207) (8.030) (5.876) (1.405) (2.162.959) (2.043.123) (1.749.527) (2.011.618) Total According to Law 4799/2021 the income tax rate for legal entities in Greece is set at 22%. The corresponding tax rate in Bulgaria is 10%, while in Cyprus it is 12,5%. 7.29 Analysis of Tax Effects of Other Comprehensive Income The tax effects of Other Comprehensive Income for the Group and the Company are analyzed as follows: Group 2024 2023 Amounts Amounts Amounts Amounts before Tax before Tax after tax after tax tax tax Profit/(Loss) from Property Revaluation 2.451.888 (432.021) 2.019.867 1.421.969 (312.833) 1.109.136 Actuarial Profit /(Loss (76.176) 16.881 (59.295) (10.649) 2.371 (8.278) Total: 2.375.712 (415.140) 1.960.572 1.411.320 (310.462) 1.100.858 Company 2024 2023 Amounts Amounts Amounts Amounts before Tax before Tax after tax after tax tax tax Profit/(Loss) from Real Estate Revaluation 1.536.205 (337.965) 1.198.240 1.421.969 (312.833) 1.109.136 Actuarial Profit /(Loss (72.328) 15.912 (56.416) (9.303) 2.047 (7.256) Total: 1.463.877 (322.053) 1.141.824 1.412.666 (310.786) 1.101.880 7.30 Earnings per Share The Group's and the Company's basic earnings per share are analyzed as follows: Group Company 2024 2023 2024 2023 Net Profit/(Loss) attributable to the owners of the parent 7.168.680 6.264.026 5.306.332 6.084.182 Weighted average of shares outstanding (after the 17.120.280 17.120.280 17.120.280 17.120.280 deduction of the weighted average of treasury shares) Basic/Diluted Profit/(Loss) per Share 0,4187 0,3659 0,3099 0,3554 During the periods presented no securities, potentially convertible into shares, exist that could result in the impairment of Earnings per Share. 113 8. Financial Risk Management - Objectives and Prospects 8.1 Financial Instruments The Group's and the Company's Financial Instruments relate to receivables from customers, financial assets at fair value through profit or loss and short-term liabilities maturing within one year and therefore their carrying amounts can be considered reasonable. Regarding long-term loans, the Group's and the Company's average cost of capital is substantially equal to the borrowing rate, so the carrying amount of the item approximates the fair value. The fair value of other financial assets and financial liabilities approximates their carrying amounts. With respect to receivables, the Group and the Company do not have significant concentrations of credit risk. A credit control system is applied to manage this risk more effectively and to assess and classify customers according to the level of risk and, where necessary, provisions for impaired receivables have been made. The maximum exposure to credit risk in the Statement of Financial Position is the fair value of each category of financial assets, as presented in the table below: Group Company 31.12.2024 31.12.2023 31.12.2024 31.12.2023 Non-Current Assets Other Non-current assets 1.378.166 1.185.514 1.027.120 279.564 Total 1.378.166 1.185.514 1.027.120 279.564 Current Assets Trade Receivables 47.696.282 48.647.079 43.995.560 43.747.513 Cash and Cash Equivalents 6.559.733 8.915.023 4.378.612 6.814.932 Financial Assets at Fair Value 248.941 21.825 248.941 0 Other Current Assets 3.189.963 3.034.797 2.606.593 2.720.795 Total 57.694.919 60.618.724 51.229.706 53.283.240 Non- current Liabilities Non – current Loan Liabilities 7.160.931 35.001.739 6.100.000 30.525.000 Non – current Lease Liabilities 1.007.641 885.973 949.371 783.207 Total 357.390 0 357.390 0 Current Liabilities 8.525.962 35.887.712 7.406.761 31.308.207 Trade payables Current Loan Liabilities 16.718.750 13.527.029 13.643.514 11.721.807 Current Lease Liabilities 39.915.054 28.471.255 36.700.006 23.205.739 Financial Liabilities at Fair Value 527.808 458.384 448.209 379.970 Other current Liabilities 5.409.743 7.384.014 4.726.654 6.979.785 Total 62.571.355 49.840.682 55.518.383 42.287.301 Fair value hierarchy The Group and the Company use the following hierarchy to determine and disclose the fair value of receivables and liabilities per valuation method: Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities that the entity can access at the measurement date. Level 2: based on valuation techniques, for which all inputs with a significant effect on fair value are either directly or indirectly observable and includes valuation techniques using quoted prices in less active markets for identical or similar assets or liabilities. Level 3: based on valuation techniques that use inputs with a significant effect on fair value and are not based on observable market data. Fair value measurement of financial assets and liabilities The table below shows the fair value hierarchy of the Group's and the Company's financial assets and liabilities. 114 Group Company Fair Value 31.12.2024 31.12.2023 31.12.2024 31.12.2023 Hierarchy Financial assets at fair value 248.941 21.825 248.941 0 Level 2 Financial liabilities at fair value 357.390 0 357.390 0 Level 2 Fair value measurement of non-financial assets The table below shows the fair value hierarchy of the Group's and the Company's assets and liabilities. Group Company 31.12.2024 31.12.2023 31.12.2024 31.12.2023 Fair Value Hierarchy Land Plots 16.127.306 16.159.624 14.301.000 14.828.000 Level 3 Buildings 59.706.423 59.236.536 51.094.897 50.952.519 Level 3 Investment Property 518.019 496.992 490.000 477.000 Level 3 No transfers between hierarchy levels were made during the period. The following methods and assumptions were used to estimate the fair values: The fair value of Level 2 Land - Plots, Buildings and Investment Property is determined for the Group and the Company by independent appraisers on a regular basis, using a combination of the following valuation methods: a) Comparative Method, b) Residual Approach and c) Depreciated Replacement Cost. The Group and the Company use various methods and assumptions, based on the market conditions prevailing at every financial statement date. The determination of the fair value of the Company's and the Group's Self-used Land and Buildings and Investment Property was based on valuations performed by an independent certified valuer. The assumptions used to determine the fair value of the properties were developed by the independent valuer in close collaboration with management. For properties whose fair value was determined using the Market Approach, observable prices from recent market transactions for similar properties were used as a starting point and adjustments were incorporated for factors related to the individual property, such as its size, location and current use. Although these adjustments involve estimates and judgments, management believes that the overall valuation would not be materially affected by reasonable alternative assumptions. For properties whose fair value was determined using the Income Approach, which reflects the present value of future cash flows expected to be generated by the properties, the key unobservable inputs used were estimated market rents (~€ 4,90/sq. ft. For the properties whose fair value was determined using the Depreciated Replacement Cost Method, due to the fact that they are specific building facilities for which no sufficient comparables with similar characteristics were identified, the key unobservable inputs used were the replacement cost per square metre (€ 130/sqm) and the capitalisation rate (~7,5%-9,0%). m to €,1 500/sqm), which was diluted according to the age, physical deterioration and depreciation of each property and part of it. The depreciation rate was determined from 1% to 31%, based on age, condition and functional obsolescence. 8.2 Financial Risk Factors The Group's operations create financial risks, such as foreign exchange rate risks, interest rate risks, credit risks and liquidity risks. The Group's policy aims to minimise the impact of financial factors that may arise. The Group uses financial products, mainly long-term and short-term loans, foreign currency transactions, trade accounts receivable, accounts payable, finance lease liabilities, dividends payable and deposits with banks. Risk management is carried out by the finance department, while strategy and overall planning is performed by the Management. Management is responsible for the overall strategy and policies regarding risk management. a) Credit Risk The Group has no significant concentration of credit risk in any of its contracting parties, mainly due to the large number of customers and the widespread of the Group's clientele. 115 The Group Management has adopted and applied credit control procedures to minimize its doubtful receivables. These procedures are based on the control of the creditworthiness of customers and the effective management of receivables before they become due. As part of the credit risk monitoring, customers are classified according to the maturity of their receivables, the historical background of their collection taking into account future factors relating to customers as well as the broader financial environment. Moreover, the Group companies maintain a credit insurance policy, covering most of their receivables. This agreement cannot be sold or transferred. Customers considered doubtful are reassessed at every financial statement date and a provision for doubtful receivables is established where it is considered probable that they will not be collected. b) Liquidity Risk The Group maintains liquidity risk at low levels through the availability of sufficient cash and/or approved credit limits to ensure that the Group can meet its short-term financial obligations. The Group's liquidity ratio (current assets to current liabilities) as at December 31, 2024 stood at 1,36 compared to 1,84 as at December 31, 2023. To monitor and manage liquidity risk, the Group maintains cash flow provisions on a regular basis. Liabilities carried forward as at 31/12/2023 are analyzed as follows: Group Up to 1 year 2-5 years > 5 years Total Trade payables 13.527.029 0 0 13.527.029 Lease liabilities 458.384 878.872 7.101 1.344.357 28.471.255 35.001.739 0 63.472.994 Loan liabilities Total: 42.456.668 35.880.611 7.101 78.344.380 Company Up to 1 year 2-5 years > 5 years Total Trade payables 11.721.807 0 0 11.721.807 Lease liabilities 379.970 776.106 7.101 1.163.177 23.205.739 30.525.000 0 53.730.739 Loan liabilities Total: 35.307.516 31.301.106 7.101 66.615.723 Liabilities carried forward as at 31/12/2024 are analysed as follows: Group Up to 1 year 2-5 years > 5 years Total Trade payables 16.718.750 0 0 16.718.750 Lease liabilities 527.808 999.556 8.085 1.535.449 39.915.054 7.160.931 0 47.075.985 Loan liabilities Total: 57.161.612 8.160.487 8.085 65.330.184 Company Up to 1 year 2-5 years > 5 years Total Trade payables 13.643.514 0 0 13.643.514 Lease liabilities 448.209 941.286 8.085 1.397.580 36.700.006 6.100.000 0 42.800.006 Loan liabilities Total: 50.791.729 7.041.286 8.085 57.841.100 c) Interest rate fluctuation risk The Group’s expοsure to the risk of changes in the interest rates relates to its short-term and long-term loans. The Group manages the risk of interest rate fluctuations maintaining all the loans at variable interest rates while it has signed interest rate swaps in order to ensure that the cost of long-term borrowing is kept stable by a fluctuation in the Euribor rate. 116 The table below presents the sensitivity of the Earnings Before Tax of the Group and the Company if the interest rates change by one percentage point: Sensitivity Analysis on Interest Rate Changes Impact on Company’s Interest Rate Volatility Impact on Group’s EBT EBT 01/01 – 1,00% -428.000 -470.760 31/12/2024 -1,00% 428.000 470.760 01/01 – 1,00% -537.307 -634.730 31/12/2023 -1,00% 537.307 634.730 d) Exchange rate risk The Group operates in Southeast Europe and as a result any change in the operating currencies of those countries towards other currencies exposes the Group to risk of exchange rate. The main currencies involved in the Group’s transactions are Euro and Bulgarian Lev. The Group's Management constantly monitors the exchange rate risks that may arise and assesses the need to take appropriate measures, yet at the moment there is no such risk since the exchange rate between the two currencies is fixed from January 1, 1999 (BGN 1,95583 = EUR 1). e) Capital Management The Group's primary objective with regard to capital management is to ensure that it maintains strong creditworthiness and healthy capital ratios, in order to support its business operations and maximise value for the benefit of shareholders. The Group manages its capital structure and makes relevant adjustments in order to respond to changing conditions in the economic environment. In this context, it may modify its dividend distribution policy, return capital to shareholders or issue new shares. A key tool in capital management is the leverage ratio, defined as the ratio of Total Net Debt to Equity, which is monitored at Group level. Net Borrowings include Long and Short-Term Borrowings, net of Cash and Cash Equivalents. This ratio for the Group as at December 31, 2024 was 0,37 compared to 0,53 as at December 31, 2023. Group Company 31.12.2024 31.12.2023 31.12.2024 31.12.2023 Non – current loan liabilities 7.160.931 35.001.739 6.100.000 30.525.000 Current loan liabilities 39.915.054 28.471.255 36.700.006 23.205.739 Cash and cash equivalents (6.559.733) (8.915.023) (4.378.612) (6.814.932) 40.516.252 54.557.971 38.421.394 46.915.807 Total Net Borrowing (a) Total Equity (b) 109.801.149 102.727.984 106.626.264 102.232.541 Ratio of Total Net Borrowings to Total Equity [(a) 0,37 0,53 0,36 0,46 / (b)] e) Risk of Inventory Loss The Group Management takes all the necessary measures (insurance, security) to minimize the risk and possible damage due to inventory loss from natural disasters, thefts, etc. Moreover, due to the inventory΄s high turnover ratio and the simultaneous inventory’s long term (expiry date), the risk of their obsolescence is very limited. f) Risk of fluctuation in raw material prices The Group is exposed to the risk of price fluctuations in the basic raw materials used for the production of its products. Fluctuations in raw material prices in recent years, as well as the general economic crisis, lead to the conclusion that this volatility will continue. The Group's Management therefore takes appropriate measures to limit this risk through special agreements with its suppliers, the use of derivative financial products and the timely adjustment of the Group's pricing and commercial policies. 117 g) Other operational risks The Group's Management has established a reliable "Internal Control System" to identify malfunctions and exceptions in the context of its business operations. In this context, operational, strategic, regulatory, financial, legal/regulatory and information systems risks are assessed and monitored. The Group is exposed to operational risks and the Management addresses them either through internal controls or through the transfer of risk to third parties (e.g. insurance companies). The Group's insurance coverage for property and other risks are adequate. 118 9. Other Information 9.1 LOULIS FOOD INGREDIENTS S.A. shares LOULIS FOOD INGREDIENTS S.A. shares are common and are listed on the Athens Stock Exchange under the code ΛΟΥΛH. The Company's share capital as of 31.12.2024 amounts to € 16.093.063,20 divided into 17.120.280 common nominal shares of nominal value € 0,94 each. 9.2 Main Exchange Rates in the Balance Sheet and the Income Statement Statement of Financial Position 31.12.2024 31.12.2023 Change % EUR:BGN 1,95583 1,95583 0,00% Statement of Comprehensive Income Average Average Change % 01.01 - 31.12.2024 01.01 - 31.12.2023 EUR:BGN 1,95583 1,95583 0,00% 9.3 Comparative Information Where necessary, comparative amounts have been restated to be consistent with changes in the presentation of the current year. Any differences in sums are due to rounding. 9.4 Existing Encumbrances The parent company's fixed assets have been burdened with mortgages and equity underwritings totally amounting to € 40,8 million as at 30.06.2024, to secure bond loans of € 150 million. 9.5 Litigation and Arbitration Cases No disputes of administrative bodies are under arbitration that may have a significant impact on the Company's financial position. Legal cases are pending, the outcome of which is not expected to have a significant impact on the Company's financial position. 9.6 Number of Headcount Number of employees at the end of the current period 31.12.2024: Group 394, Company 277, compared to 371 and 269 for the Group and the Company respectively at the end of the corresponding period in the previous year. 9.7 Transactions with Related Parties The cumulative amounts for sales and purchases from the beginning of the current year and the balances of the Group’s and the Company’s assets and liabilities at the end of the current period, arising from its transactions with related parties, within the meaning of IAS 24, are as follows: Transactions with Related Parties Group 2024 2023 Purchases Purchases Sales of Sales of of Goods of Goods Goods and Goods and and and Services Services Services Services Associates 126.158 0 376.158 0 Executives and Members of the Management 0 0 0 0 Total: 126.158 0 376.158 0 119 31.12.2024 31.12.2023 Receivables Liabilities Receivables Liabilities Associates 0 0 125.000 0 Shareholders > 20% participation 0 0 0 0 Executives and Members of the Management 618.151 154.689 505.935 1.965 Total: 618.151 154.689 630.935 1.965 Company 2024 2023 Sales of Purchases of Sales of Purchases of Goods and Goods and Goods and Goods and Services Services Services Services Kenfood S.A. 1.136.025 2.859.249 832.168 2.787.115 Loulis Logistics Services S.A. 480 0 480 0 Loulis International Foods Enterprises Bulgaria Ltd 0 0 0 0 Loulis Mel-Bulgaria EAD 159.358 1.261.360 239.907 2.819.205 LEP ENERGY COMMUNITΥ COOPERATIVE SOCIETY Ltd 1.200 0 1.200 0 Affiliated Companies 1.158 0 1.158 0 Executives and Members of the Management 0 0 0 0 Total: 1.298.221 4.120.609 1.074.913 5.606.320 31.12.2024 31.12.2023 Receivables Liabilities Receivables Liabilities Kenfood S.A. 13.955 1.113.659 144.095 570.571 Loulis Logistics Services S.A. 0 0 0 0 Loulis International Foods Enterprises Bulgaria Ltd 0 0 0 0 Loulis Mel-Bulgaria EAD 32.305 0 0 0 LEP ENERGY COMMUNITΥ COOPERATIVE SOCIETY Ltd 0 0 0 0 Affiliated Companies 0 0 0 0 Shareholders > 20% participation 0 0 0 0 Executives and Members of the Management 7 1.574 0 266 Total: 46.267 1.115.233 144.095 570.837 Remuneration of Executives and Members of the Management Group Company 2024 2023 2024 2023 Salaries and Other Fees 1.754.015 1.405.640 1.226.684 983.130 Total: 1.754.015 1.405.640 1.226.684 983.130 There are no other significant transactions with the related parties in 2024. 9.8 Treasury Shares The Company did not hold any treasury shares at the date of preparation of the financial statements. 9.9 Capital Expenditure Investments in fixed assets in 2024 amounted to € 2.255 k for the Group and € 1.928 k for the Company. 120 9.10 Contingent Liabilities - Assets The Group has contingent liabilities - assets regarding banks, other guarantees and other matters that arise in the ordinary course of business and are not expected to result in material additional charges. The Company has also guaranteed the debt obligations of its subsidiaries. Non-inspected tax years For the financial years 2011 to 2015, Greek public limited companies whose Annual Financial Statements are audited by statutory auditors were required to have a tax audit performed by the same statutory auditor or auditing firm that audited their Annual Financial Statements and to obtain a "tax compliance report" as provided for in par. 5 of Article 82 of Law 2238/1994 and Article 65Α of Law 4174/2013. Regarding fiscal years 2016 and onwards, the tax audit and the issuance of a "Tax Compliance Report" are optional. The Group has opted to continue with the tax audit of the statutory auditors, which now applies on an optional basis to its most significant subsidiaries. It is to be noted that in application of relevant tax provisions as of December 31, 2024, the years up to 2018 are considered as lapsed. The parent company "LOULIS FOOD INGREDIENTS S.A." and its subsidiary "KENFOOD S.A." have been included in the tax audit of the Certified Public Accountants and have received a tax certificate until the fiscal year ended December 31, 2023. In 2024, the parent company "LOULIS FOOD INGREDIENTS S.A." and its subsidiary "KENFOOD S.A." have been subjected to the tax audit of the Certified Public Accountants in compliance with the provisions of Law 4174/2013, Article 65A as amended and effective until today. The audit for the fiscal year 2024 is in progress and the relevant tax certificate is expected to be issued after the publication of the Annual Financial Statements of 2024. If additional tax liabilities arise until the completion of the tax audit, we estimate that they will not have a material impact on the Financial Statements. Taking into account the aforementioned, the table in Note 5.2 "Group structure" presents the years for which the tax liabilities of the Company and its subsidiaries have not become final. 9.11 Dividend per Share The Board of Directors of the Company took into account the results for the financial year 2024, the financial performance of the Company, the outlook and the data of the wider financial environment and will propose to the next Annual General Meeting of the Shareholders, the distribution of a dividend of a total gross amount of EUR 0,30 per share. The proposed distribution will arise from both - the profit for the financial year 2024 and from the profit of previous financial years and is subject to the approval of the Annual General Meeting of Shareholders. 9.12 Approval of Financial Statements The date of the approval of the Annual Financial Statements by the Board of Directors is April 28, 2025. 9.13 Note related to Subsequent Events The Financial Statements, as well as the accompanying notes and disclosures, may contain particular assumptions and calculations concerning future events in relation to the operations, development and the financial performance of the Company and the Group. The most significant events after December 31, 2024 are the following: Sale of Property in Kalochori, Thessaloniki On February 19, 2025, the Company sold a warehouse, which includes a plot of land of a total area of 2,000 sq.m. and a building of a total area 471,94 sq.m., in the settlement of Kalochori, in the Municipal Community of Kalochori, Municipal Unit of Echedoros, in the Municipality of Delta, in the Regional Unit of Thessaloniki. The sale consideration amounted to € 200.000 (against a book value of € 210.000 as of 31/12/2024), while the transaction is part of the evaluation and rational management of the Company's properties. 121 Return of Capital with cash payment by the subsidiary "KENFOOD S.A." The Extraordinary General Meeting of Shareholders held on March 5, 2025 approved the increase in the share capital of the Group's subsidiary "KENFOOD S.A." of € 3.029.135,00, by increasing the nominal value of each share by € 8,299 (from € 10,00 to € 18,299), with capitalization of reserves "Share Premium". At the same time, it approved the equivalent reduction of the share capital of the subsidiary by € 3.029.135,00, with reduction of the nominal value of each share by € 8,299 (from € 18,299 to € 10,.00), to return capital in cash to shareholders, for a total amount of € 3.029.135,00, or € 8,299 per share. The starting date for the payment of capital repayment was set at March 10, 2025. No other events occurred after December 31, 2024 that would have a material impact on the financial statements of the Group and the Company. So urpi, April 28, 2025 T he Chairman of the Board of Directors T he Chief Executive Officer T he Chief Accountant Nikolaos K. Loulis Nikolaos S. Fotopoulos Georgios K. 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